SCHEDULE 14A
                              (RULE 14A-101)
                  INFORMATION REQUIRED IN PROXY STATEMENT

                         SCHEDULE 14A INFORMATION

                PROXY STATEMENT PURSUANT TO SECTION 14 (a)
                  OF THE SECURITIES EXCHANGE ACT OF 1934


[X]  Filed by the registrant
[  ] Filed by a party other than the registrant
Check the appropriate box:
[  ] Preliminary Proxy Statement
[  ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
     14a-6(e) (2))
[X]  Definitive Proxy Statement
[  ] Definitive Additional Materials
[  ] Soliciting Material Pursuant to Rule 14a--11 (c) or Rule 14a-12

                        PILGRIM'S PRIDE CORPORATION

             (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                (NAME OF PERSONS{S} FILING PROXY STATEMENT,
                       IF OTHER THAN THE REGISTRANT)

Payment of filing fee (Check the appropriate box):
[X]  No Fee Required
[  ] Fee computed on table below per Exchange Act Rules 14a-6(I) (1) and 0-
     11.
     (1)  Title of each class of securities to which transaction applies.
     (2)  Aggregate number of securities to which transaction applies.
     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
          the filing fee is calculated and state how it was determined):
     (4)  Proposed maximum aggregate value of transaction:
     (5)  Total fee paid:

[  ] Fee paid previously with preliminary materials:
[  ] Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a) (2) and identify the filing for which the offsetting fee
     was paid previously.  Identify the previous filing by registration
     statement number, or the Form or Schedule and the date of its filing.
     (1)  Amount Previously Paid:
     (2)  Form, Schedule or Registration Statement No.:
     (3)  Filing Party:
     (4)  Date Filed:







                          PILGRIM'S PRIDE CORPORATION
                            110 SOUTH TEXAS STREET
                            PITTSBURG, TEXAS 75686

               NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                TO BE HELD WEDNESDAY, FEBRUARY 2, 2000

      The  Annual  Meeting  of Stockholders of Pilgrim's Pride Corporation (the
"Company") will be held at the Company's headquarters building, 110 South Texas
Street, Pittsburg, Texas, Wednesday,  February  2,  2000,  at 11:00 a.m., local
time, to consider the following matters:

     1. The election of ten Directors for the ensuing year;

     2. The approval of the Company's Senior Executive Performance Bonus Plan;

     3. The appointment of Ernst & Young LLP as the Company's independent
       auditors for the
           fiscal year ending September 30, 2000; and

     4. To transact such other business as may be properly brought before the
       meeting or any
           adjournment.  No other matters are expected to be voted on at the
     meeting.

      The  Board of Directors has fixed the close of business  on  December  6,
1999, as the  record  date  for  determining stockholders of record entitled to
notice of, and to vote at, the meeting.





                                       RICHARD A. COGDILL
Pittsburg, Texas        EXECUTIVE   VICE  PRESIDENT,  CHIEF  FINANCIAL OFFICER,
December 13, 1999                      SECRETARY AND TREASURER


                        YOUR VOTE IS IMPORTANT!
            PLEASE SIGN AND RETURN THE ACCOMPANYING PROXY.




                    PILGRIM'S PRIDE CORPORATION
                      110 SOUTH TEXAS STREET
                            PITTSBURG, TEXAS 75686


                                PROXY STATEMENT
                              GENERAL INFORMATION

      The  Board of Directors of Pilgrim's Pride  Corporation  (the  "Company")
solicits stockholders'  proxies  in the accompanying form for use at the Annual
Meeting of Stockholders to be held  on  February  2, 2000, at 11:00 a.m., local
time, at the Company's headquarters at 110 South Texas Street, Pittsburg, Texas
and  at any adjournments thereof (the "Meeting").  This  Proxy  Statement,  the
accompanying  proxy  card  and the Company's 1999 Annual Report to Stockholders
are being mailed, beginning  on or about December 13, 1999, to all stockholders
entitled to receive notice of, and to vote at, the Meeting.

     The principal executive offices  of  the  Company are located at 110 South
Texas Street, Pittsburg, Texas 75686.  Any writing  required  to be sent to the
Company should be mailed to this address.

OUTSTANDING VOTING SECURITIES

      Each stockholder of record at the close of business on December  6,  1999
(the "Record  Date"),  will  be  entitled  to  one  vote  for each share of the
Company's Class A common stock, $.01 par value per share, and  twenty votes for
each  share  of the Company's Class B common stock, $.01 par value  per  share,
held on the Record  Date.   The accompanying proxy card indicates the number of
shares to be voted.  On December  6,  1999, there were 13,794,529 shares of the
Company's Class A common stock issued and outstanding and there were 27,589,250
shares of the Company's Class B common  stock  issued  and outstanding. For all
proposals  at the Meeting, the votes of holders of Class  A  common  stock  and
Class B common stock will be counted together as a single class.

VOTING OF PROXIES

     Because  many  of  the  Company's  stockholders  are  unable to attend the
Meeting,  the  Board  of  Directors  solicits  proxies  by  mail to  give  each
stockholder an opportunity to vote on all items of business scheduled  to  come
before the Meeting.  Each stockholder is urged to:

     (1) read carefully the material in this Proxy Statement;

      (2)  specify  his  or  her voting instruction on each item by marking the
appropriate                    boxes                   on                   the
   accompanying proxy card; and

      (3) sign, date and return the  card  in  the  enclosed,  postage  prepaid
envelope.

     The accompanying proxy card provides a space, with respect to the election
of Directors,  for a stockholder to withhold voting for any or all nominees for
the Board of Directors,  but  does  not  permit  a  stockholder to vote for any
nominee  not named on the proxy card.  The card also allows  a  stockholder  to
abstain from voting on any other item if the stockholder chooses to do so.

     When  the  accompanying  proxy card is properly executed and returned with
voting instructions with respect  to  any  of  the  items to be voted upon, the
shares  represented  by  the  proxy  will  be  voted  in  accordance  with  the
stockholder's directions by the persons named on the proxy  card  as proxies of
the  stockholders.   If  a  proxy  card is signed and returned, but no specific
voting instructions are given, the shares represented by the proxy card will be
voted  for  the  election  of  the ten nominees  for  Directors  named  on  the
accompanying  proxy  card,  for approval  of  the  Company's  Senior  Executive
Performance Bonus Plan (the "Plan")  and  for  the appointment of Ernst & Young
LLP as the Company's independent auditors.

     Unless otherwise indicated by the stockholder,  returned  proxy cards also
confer  upon  the  persons  named  on the card, as proxies for the stockholder,
discretionary authority to vote all  shares  of  stock represented by the proxy
card  on  any item of business that is properly presented  for  action  at  the
Meeting, even if not described in this Proxy Statement.  If any of the nominees
for Director  named  below  should be unable or unwilling to accept nomination,
the proxies will be voted for  the  election  of  such  other  person as may be
recommended by the Board of Directors.  The Board of Directors, however, has no
reason  to  believe  that  any  item  of  business not set forth in this  Proxy
Statement will come before the Meeting or that any of the nominees for Director
will be unavailable for election.

     The proxy does not affect a stockholder's  right  to vote in person at the
Meeting.  If a stockholder executes a proxy, he or she may  revoke  it  at  any
time before it is voted by submitting a new proxy card, or by communicating his
or  her  revocation  in writing to the Secretary of the Company or by voting by
ballot at the Meeting.

VOTES REQUIRED

     The holders of at  least  a  majority  of the combined voting power of the
Company's  Class A common stock and Class B common  stock  outstanding  on  the
Record Date  must  be  present  in  person  or  by proxy at the Meeting for the
Meeting  to  be  held.   Abstentions  and  broker  non-votes   are  counted  in
determining  whether  at least a majority of the voting power of the  Company's
Class A common stock and  Class  B  common stock outstanding on the Record Date
are present at the Meeting.

     Directors will be elected by a plurality of the votes cast at the Meeting.
The affirmative vote of a majority of  the  voting  power  of each class of the
Company's  common stock outstanding on the Record Date is required  to  approve
the Plan.  The  affirmative  vote  of  a  majority  of  the voting power of the
Company's  Class  A  common  stock  and  Class  B common stock represented  and
entitled  to  vote  at  the  Meeting  is required for the  appointment  of  the
Company's independent auditors and approval of any other item of business to be
voted upon at the Meeting. Abstentions  from  voting  on  any  matter  will  be
included  in the voting tally.  Abstentions will have no effect on the election
of Directors.   Abstentions  will  have  the  same  effect as votes against the
proposal  to  approve  the  Plan  and  the  proposal to appoint  the  Company's
independent auditors. Broker non-votes are shares  held  by a broker or nominee
which are represented at the Meeting, but with respect to  which such broker or
nominee  is not empowered to vote on a particular proposal.   Broker  non-votes
will have no effect on the election of Directors or the proposal to appoint the
Company's  independent auditors.  Broker non-votes will have the same effect as
votes against  the  proposal  to approve the Plan. Lonnie "Bo" Pilgrim owned or
controlled 8,390,318 shares (60.8%)  of  the Company's Class A common stock and
16,773,492 shares (60.8%) of the Company's  Class  B common stock on the Record
Date, or 60.8% of the combined voting power of both  classes of stock, and thus
will be able to elect all of the nominees for Directors,  approve  the Plan and
approve Ernst & Young LLP as independent auditors for the Company.


STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING

      The  Company's  Amended  and  Restated  Corporate  Bylaws  state  that  a
stockholder  must  give  the  Secretary  of  the Company written notice, at the
Company's principal executive offices, of its  intent  to present a proposal at
the Company's 2001 Annual Meeting of Stockholders by October  5,  2000, but not
before May 8, 2000.  Additionally, in order for stockholder proposals which are
submitted  pursuant to Rule 14a-8 of the Securities Exchange Act of  1934  (the
"Exchange Act")  to be considered by the Company for inclusion in the Company's
proxy materials for  the  2001  Annual  Meeting  of  Stockholders, they must be
received by the Secretary of the Company no later than the close of business on
August 15, 2000 and no earlier than May 8, 2000.

COST OF PROXY SOLICITATION

     The Company will bear the cost of the Meeting and  the  cost of soliciting
proxies  in  the  accompanying  form, including the cost of mailing  the  proxy
material.  In addition to solicitation  by  mail, Directors, officers and other
employees of the Company may solicit proxies  by  telephone or otherwise.  They
will  not  be  specifically compensated for such services.   The  Company  will
request brokers  and  other  custodians,  nominees  and  fiduciaries to forward
proxies and proxy soliciting material to the beneficial owners of the Company's
Class  A  common  stock  and  Class B common stock and to secure  their  voting
instructions, if necessary.  The  Company  will reimburse them for the expenses
in so doing.

BOARD OF DIRECTORS

      The  Board  of Directors has the responsibility  for  establishing  broad
corporate policies and for the overall performance of the Company.  However, it
is not involved in day-to-day operating details.  Members of the Board are kept
informed of the Company's  business  through  discussions with the Chairman and
other officers, by reviewing analyses and reports  sent  to them each month, as
well as by participating in Board and committee meetings.

BOARD COMMITTEES

     To assist in carrying out its duties, the Board of Directors has delegated
certain  authority  to  the Audit and Compensation Committees.   The  Board  of
Directors does not maintain  a  Nominating Committee.  The members of the Audit
Committee are Charles L. Black, Robert  E.  Hilgenfeld,  Vance  C. Miller, Sr.,
James  G.  Vetter,  Jr.,  and  Donald L. Wass.  The members of the Compensation
Committee are Lonnie "Bo" Pilgrim,  Robert E. Hilgenfeld, Vance C. Miller, Sr.,
Lonnie Ken Pilgrim, James G. Vetter, Jr., and Charles L. Black.  Each Committee
meets  to  examine  various  facets  of  the   Company's  operations  and  take
appropriate  action or make recommendations to the  Board  of  Directors.   The
Audit Committee's  responsibilities include making recommendations to the Board
of Directors regarding  the  selection  of  independent  public accountants and
reviewing the plan and results of the audit performed by the public accountants
of the Company and the adequacy of the Company's systems of internal accounting
controls,  and monitoring compliance with the Company's conflicts  of  interest
and business ethics policies.  The Compensation Committee reviews the Company's
remuneration  policies  and  practices  and  establishes  the  salaries  of the
Company's officers. In connection with its adoption of the Plan, for which  the
Company  is  seeking stockholder approval at the Meeting, a subcommittee of the
Compensation Committee consisting of Charles L. Black and Vance C. Miller, Sr.,
was established.   This  subcommittee  will  be  responsible  for administering
certain aspects of the Plan, as more fully described under the caption "Item 2.
Proposal to Approve the Senior Executive Performance Bonus Plan."

MEETINGS

     During the Company's fiscal year ending October 2, 1999, there  were  nine
meetings  of  the  Board of Directors, two meetings of the Audit Committee, and
one meeting of the Compensation  Committee.  During fiscal 1999, each member of
the  Board  of  Directors  attended at least 75% of  the  aggregate  number  of
meetings of the Board and Board Committees on which the Director served.

                         ELECTION OF DIRECTORS

    At the Meeting, ten Directors  are  to  be elected, each to hold office for
one year or until his successor is duly elected and qualified. Unless otherwise
specified on the proxy card, the shares represented  by the enclosed proxy will
be  voted  for  the  election of the ten nominees named below.   The  Board  of
Directors has no reason  to believe that any nominee will be unable to serve if
elected.  In the event any nominee shall become unavailable for election, it is
intended that such shares  will  be  voted  for  the  election  of a substitute
nominee selected by the Board of Directors.

                         NOMINEES FOR DIRECTOR

   LONNIE  "BO"  PILGRIM,  71,  has  served as Chairman of the Board since  the
organization of the Company in July 1968.   He  was  previously Chief Executive
Officer  from  July  1968  to  June  1998.  Prior to the incorporation  of  the
Company, Mr. Pilgrim was a partner in  the  Company's  predecessor  partnership
business founded in 1946.

   CLIFFORD E. BUTLER, 57, serves as Vice Chairman of the Board.  He joined the
Company as Controller and Director in 1969, was named Senior Vice President  of
Finance  in 1973, became Chief Financial Officer and Vice Chairman of the Board
in July 1983,  became  Executive  President  in January 1997 and served in such
capacity through July 1998.

   DAVID VAN HOOSE, 58, serves as Chief Executive  Officer, President and Chief
Operating Officer (Principal Executive Officer) of the  Company.  He  became  a
Director in July 1998. He was named Chief Executive Officer and Chief Operating
Officer  in  June 1998 and President in July 1998.  He was previously President
of Mexico Operations  from  April  1993 to June 1998 and Senior Vice President,
Director General, Mexico Operations  from  August  1990 to April 1993.  Mr. Van
Hoose was employed by the Company in September 1988  as  Senior Vice President,
Texas Processing.  Prior to that, Mr. Van Hoose was employed  by  Cargill, Inc.
as General Manager of one of its chicken operations.

   RICHARD  A.  COGDILL,  39,  has  served  as Executive Vice President,  Chief
Financial Officer, Secretary and Treasurer (Principal  Financial and Accounting
Officer)  since  January  1997.   He  became  a  Director  in  September  1998.
Previously  he  served  as  Senior  Vice President, Corporate Controller,  from
August 1992 through December 1996 and  as Vice President, Corporate Controller,
from October 1991 through August 1992.   Prior  to October 1991 he was a Senior
Manager with Ernst & Young LLP.  He is a Certified Public Accountant.

   LONNIE KEN PILGRIM, 41, has been employed by the  Company since 1977 and has
been Senior Vice President, Transportation since August 1997.  Prior to that he
served the Company as its Vice President, Director of  Transportation.   He has
been  a  member  of  the  Board  of Directors since March 1985.  He is a son of
Lonnie "Bo" Pilgrim.

   Charles  L.  Black,  70, was Senior  Vice  President,  Branch  President  of
NationsBank, Mt. Pleasant,  Texas,  from  December  1981  to  his retirement in
February 1995. He previously was a Director of the Company from  1968 to August
1992 and has served as a Director since his re-election in February 1995.

   ROBERT  E.  HILGENFELD,  74,  was elected a Director in September 1986.  Mr.
Hilgenfeld was Senior Vice President-Marketing-Processing  for the Company from
1969 to 1972 and for seventeen years prior to that worked in  various sales and
management positions for the Quaker Oats Company. From 1972 until  April  1986,
he  was  employed  by  Church's  Fried  Chicken  Company  ("Church's")  as Vice
President-Purchasing  Group,  Vice President and Senior Vice President. He  was
elected a Director of Church's in 1985 and retired from Church's in April 1986.
Since retirement he has served  as  a consultant to various companies including
the Company.

   VANCE C. MILLER, SR., 65, was elected  a  Director  in  September  1986. Mr.
Miller  has  been  Chairman  of  Vance  C.  Miller  Interests,  a  real  estate
development company formed in 1977, and has served as the Chairman of the Board
and  Chief  Executive  Officer  of  Henry S. Miller Cos., a Dallas, Texas, real
estate services firm, since 1991. Mr.  Miller  also  serves  as  a  director of
Resurgence Properties, Inc.

   JAMES G. VETTER, JR., 65, has practiced law in Dallas, Texas, since 1966. He
is  a  shareholder  of  the  Dallas  law  firm  of Godwin, White & Gruber, P.C.
(formerly Godwin & Carlton, P.C.), and has served  as  general  counsel  and  a
Director  since  1981.  Mr.  Vetter is a Board Certified-Tax Law Specialist and
serves as a lecturer and author in tax matters.

   DONALD L. WASS, PH. D., 67,  was  elected  a  Director of the Company in May
1987. He has been President of the William Oncken  Company  of  Texas,  a  time
management consulting company, since 1970.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      During  fiscal  1999, the members of the Company's Compensation Committee
were Lonnie "Bo" Pilgrim,  Robert  E.  Hilgenfeld, Vance C. Miller, Sr., Lonnie
Ken Pilgrim, James G. Vetter, Jr., and Charles L. Black.

     The Company has been and continues  to  be a party to certain transactions
with Lonnie "Bo" Pilgrim and a law firm affiliated  with  James  G. Vetter, Jr.
These transactions, along with all other transactions between the  Company  and
affiliated  persons,  require  the prior approval of the Audit Committee of the
Board of Directors.

     The Company's transactions with Lonnie "Bo" Pilgrim, Chairman of the Board
of  the  Company, have allowed the  Company  to  obtain  the  use  of  required
production  facilities and equipment on terms which management believes are not
less favorable  to  the Company than could have been arranged with unaffiliated
persons.  Since 1985,  Lonnie  "Bo"  Pilgrim,  Chairman  of  the  Board  of the
Company,  has  engaged  in  chicken  grow-out operations with the Company which
involve the purchase of chicks, feed and veterinary and technical services from
the Company and the growing-out of chickens  to maturity at which time they are
purchased by the Company.  Chicks, feed and services  are  purchased  from  the
Company  for  their  fair  market  value,  and the Company purchases the mature
chickens from Mr. Pilgrim at market-quoted prices  at  the  time  of  purchase.
Management  of  the Company believes that this operation is conducted on  terms
not less favorable  to  the  Company  than  those  which could be arranged with
unaffiliated persons. During fiscal year 1999, the Company  paid  Mr.  Pilgrim,
doing  business  as  Pilgrim  Poultry  G.P.  ("PPGP"), $26,899,000 for chickens
produced in his grow-out operations, and PPGP  paid the Company $25,076,000 for
chicks, feed and services.  Lonnie "Bo" Pilgrim is the sole proprietor of PPGP.

     PPGP also produces eggs for the Company.  In addition to the chicken grow-
out operations described above, PPGP contracts with  the  Company  to house and
care  for Company flocks used for egg production and is paid an egg grower  fee
based on  actual  production.   The  egg  grower  contract between PPGP and the
Company renews automatically as each expended flock  of laying hens is replaced
by a new flock.  The contract is cancelable by either  party  at any time prior
to the time when the then current producing flock is 48 weeks old.  Flocks  are
normally  replaced  every  14  months.  Management of the Company believes that
these relationships are on terms  not  less favorable to the Company than those
which could be arranged with unaffiliated persons. During fiscal year 1999, the
Company paid contract egg grower's fees to PPGP of $4,501,000.

     Since 1985, the Company has leased  an  airplane  from Lonnie "Bo" Pilgrim
under a lease agreement which provides for monthly lease  payments  of  $33,000
plus  operating expenses, which terms management of the Company believes to  be
substantially  similar  to  those obtainable from unaffiliated parties.  During
fiscal 1999, the Company had  lease expenses of $396,000 and operating expenses
of $136,000 associated with the use of this airplane.

     Historically, much of the  Company's debt has been guaranteed by the major
stockholders of the Company. In consideration  of  such guarantees, the Company
has  paid  such  stockholders  a quarterly fee equal to  .25%  of  the  average
aggregate outstanding balance of such guaranteed debt.  During fiscal 1999, the
Company incurred $771,000 for such  guarantees and paid $759,000 to Lonnie "Bo"
Pilgrim and $40,000 to Lonnie Ken Pilgrim,  a  Director  of the Company. During
fiscal 1999, Lonnie "Bo" Pilgrim and his three children created  a  new  entity
named  Pilgrim  Interests,  Ltd.  and beginning in the fourth quarter of fiscal
1999, Pilgrim Interests, Ltd., began  guaranteeing certain debt of the Company.
This new entity will take the place of  and  will  be paid on the same basis as
the stockholders were above.

     Godwin, White & Gruber, P.C., has represented and currently represents the
Company in connection with a variety of legal matters.   James  G. Vetter, Jr.,
is  a Director of the Company and is a shareholder of Godwin, White  &  Gruber,
P.C.   During  fiscal year 1999, the Company paid Godwin, White & Gruber, P.C.,
legal fees of $164,501 in connection with such matters.

   Mr. Hilgenfeld,  a member of the Company's Compensation Committee, served as
an officer of the Company prior to 1973.




                                 COMPENSATION
EXECUTIVE COMPENSATION

     The following table  sets  forth  a  summary  of  compensation paid to the
Company's  Chief Executive Officer and its four other most  highly  compensated
executive officers.

                      SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION

Other All Fiscal Annual Other NAME AND PRINCIPAL POSITION Year SALARY BONUS COMPENSATION COMPENSATION(1) Lonnie "Bo" Pilgrim 1999 $717,191 $748,417 $22,594 $8,349 Chairman of the Board 1998 501,314 210,975 36,558 11,430 1997 487,672 139,571 28,127 11,123 David Van Hoose 1999 419,468 503,921 10,486 9,689 Chief Executive Officer, 1998 283,395 200,000 6,579 6,704 President and 1997 254,992 72,978 6,000 7,042 Chief Operating Officer Clifford E. Butler 1999 395,819 386,722 9,868 3,032 Vice Chairman of the Board 1998 372,267 156,666 9,304 3,213 1997 344,679 98,647 14,651 2,596 Robert L. Hendrix 1999 280,364 336,813 6,987 6,570 Executive Vice President- 1998 262,119 110,356 6,523 4,801 Growout and Processing 1997 254,992 72,978 15,200 7,276 Richard A. Cogdill 1999 220,328 310,000 5,489 1,075 Executive Vice President 1998 204,905 100,000 5,115 776 Chief Financial Officer 1997 190,575 54,542 10,540 458 Secretary and Treasurer
_____________________ (1) Includes the following items of compensation: a. Company's contributions to the named individual under its 401(k) Salary Deferral Plan in the following amounts: Lonnie "Bo" Pilgrim, $52 (1999, 1998 & 1997); Clifford E. Butler, $318 (1999), $312 (1998), $792 (1997); David Van Hoose, $318 (1999), $312 (1998), $707 (1997); Robert L. Hendrix, $318 (1999), $318 (1998), $792 (1997); and Richard A. Cogdill, $318 (1999), $312 (1998), $260 (1997); and b. Section 79 income to the named individual due to group term life insurance in excess of $50,000 in the following amounts: Lonnie "Bo" Pilgrim, $8,296 (1999), $11,379 (1998), $11,071 (1997); Clifford E. Butler, $2,714 (1999), $2,901 (1998), $1,804 (1997); David Van Hoose, $6,392 (1999), $6,392 (1998), $6,335 (1997); Robert L. Hendrix, $6,252 (1999), $4,482 (1998), $6,484 (1997); Richard A. Cogdill, $757 (1999), $464 (1998), $198 (1997). DIRECTORS' FEES The Company pays its Directors who are not employees of the Company $4,000 per meeting attended, plus expenses. REPORT OF COMPENSATION COMMITTEE The Compensation Committee establishes executive compensation and oversees the administration of the bonus plan for key members of management and the Company's employee benefit plans. The following is a report submitted by the Compensation Committee members in their capacity as the Board's Compensation Committee, addressing the Company's compensation policy as it related to the named executive officers for fiscal 1999. PERFORMANCE MEASURES The Compensation Committee's establishment of annual executive compensation is a subjective process in which the Committee considers many factors including the Company's performance as measured by earnings for the year, each executive's specific responsibilities, the contribution to the Company's profitability by each executive's specific areas of responsibility, the level of compensation believed necessary to motivate and retain qualified executives, and the executive's length of time with the Company. FISCAL COMPENSATION For fiscal 1999, the Company's executive compensation program consisted of (a) base salary, (b) a discretionary bonus based upon the factors described above, (c) the bonus plan described below, (d) Company contributions to the Company's 401(k) salary deferral plan which are made up of mandatory contributions of one dollar per week and matching contributions of up to five dollars per week and additional matching contributions of up to four percent of an executive's compensation subject to an overall Company contribution limit of five percent of domestic income before taxes, and (e) Company contributions to the Employee Stock Investment Plan in an amount equal to 33 1/3 percent of the officers' payroll deduction for purchases of the Company's common stock under the plan, which deductions are limited to 7 1/2 percent of the officer's base pay. In establishing the fiscal 1999 compensation for Lonnie "Bo" Pilgrim, the Company's Chairman of the Board, the Compensation Committee adjusted Mr. Pilgrim's annual base salary from $501,549 to $1,040,000 to reflect his contribution to the Company's excellent performance in fiscal 1998 and fiscal 1999 and his bonus was determined pursuant to the bonus plan discussed below. No discretionary bonuses were awarded to Mr. Pilgrim for fiscal 1999. In establishing the fiscal 1999 compensation for David Van Hoose as the Company's Chief Executive Officer, President and Chief Operating Officer, the Compensation Committee adjusted Mr. Van Hoose's annual base salary from $400,000 to $412,000 to reflect changes in the cost of living. Mr. Van Hoose's bonus for fiscal 1999 consisted of a bonus awarded pursuant to the bonus plan discussed below, plus a discretionary bonus of $26,553. This discretionary bonus was made in response to the Compensation Committee's subjective assessment of Mr. Van Hoose's contribution to the Company's performance in fiscal 1999. The Company's objective is to obtain financial performance that achieves increased return on equity, sales volume, earnings per share and net income. The Committee believes that linking executive compensation to corporate performance results in a better alignment of compensation with corporate goals and stockholder interests. The Company has maintained a bonus plan which provides for five percent of the Company's U.S. income before income taxes{ } to be allocated among certain key members of management. Such amount is allocated among all plan participants based upon the ratio of each participant's eligible salary to the aggregate salaries of all participants and the number of months of the fiscal year the participant was approved for participation, subject to such adjustments as the Compensation Committee deems appropriate. In fiscal 1999, there were 16 participants in the plan, including the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, President and Chief Operating Officer, the four Executive Vice Presidents, the six Senior Vice Presidents and three other employees. This bonus plan has been terminated with respect to fiscal years ending after October 2, 1999, and, subject to stockholder approval at the Meeting, will be replaced by the Plan described elsewhere in this Proxy Statement. Lonnie "Bo" Pilgrim Robert E. Hilgenfeld Vance C. Miller, Sr. Lonnie Ken Pilgrim James G. Vetter, Jr. Charles L. Black COMPANY PERFORMANCE The following graph shows a five year comparison of cumulative total returns for the Company, the Russell 2000 composite index and a peer group selected by the Company. COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG THE COMPANY, THE RUSSELL 2000 INDEX AND A PEER GROUP Cumulative Total Return
10/1/94 9/30/95 9/28/96 9/27/97 9/26/98 10/2/99 PILGRIM'S PRIDE CORPORATION-CLASS A(1) - - - - 100 58 PILGRIM'S PRIDE CORPORATION-CLASS B(1) 100 82 91 163 204 92 PEER GROUP 100 104 96 135 133 89 RUSSELL 2000 100 123 140 186 154 177
(1)On July 30, 1999, the Company issued a stock dividend of one share of Class A common stock for every two shares of Class B common stock held to stockholders of record on June 30, 1999. This was the first issuance of the Company's Class A common stock. The above results for the Company's Class B common stock were adjusted for the Class A common stock dividend. The Company's Class A common stock was not outstanding at the beginning of fiscal 1999 and is presented on a separate line of the graph. The total cumulative return on investment (change in the year end stock price plus reinvested dividends) for each of the periods for the Company, the Russell 2000 composite index and the peer group is based on the stock price or composite index at the end of fiscal 1995. The above graph compares the performance of the Company with that of the Russell 2000 composite index and a group of peer companies with the investment weighted on market capitalization. Companies in the peer group are Sanderson Farms, Inc., WLR Foods, Inc., Cagles, Inc., Seaboard Corporation and the Company. These companies were selected because of their similar operations and market capitalizations relative to the Company and were approved by the Compensation Committee. CERTAIN OTHER TRANSACTIONS The Company has entered into chicken grower contracts involving farms owned by certain of its officers, providing the placement of Company-owned flocks on their farms during the grow-out phase of production. The contracts are on terms substantially the same as contracts entered into by the Company with unaffiliated parties and can be terminated by either party upon completion of the grow-out of each flock. The aggregate amounts paid by the Company to its officers and Directors under grower contracts during the fiscal year 1999 were as follows: Clifford E. Butler--$180,476, O.B. Goolsby--$139,656, and James J. Miner--$208,194. See "Compensation Committee Interlocks and Insider Participation" for a discussion of the Company's transactions with Lonnie "Bo" Pilgrim, Lonnie Ken Pilgrim and James G. Vetter, Jr. SECURITY OWNERSHIP The following table sets forth, as of December 7, 1999, certain information with respect to the beneficial ownership of the Company's Class A common stock and Class B common stock by (a) each stockholder beneficially owning at least 5% of the Company's outstanding Class A common stock and Class B common stock; (b) each Director of the Company who is a stockholder of the Company; (c) each of the executive officers listed in the executive compensation table who is a stockholder of the Company; and (d) all executive officers and Directors of the Company as a group.
Amount and Amount and Nature of Nature of Beneficial Percent Beneficial Percent Ownership of of Ownership of of Class A Class A Class B Class B NAME OF BENEFICIAL OWNER COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK Pilgrim Interests, Ltd. 7,200,474 52.2% 14,395,385 52.2% 110 South Texas Street Pittsburg, Texas 75686 Lonnie "Bo" Pilgrim 8,390,313 60.8% 16,773,492 60.8% 110 South Texas Street Pittsburg, Texas 75686 Lonnie Ken Pilgrim(a)(b)(c) 7,490,141 54.3% 14,951,372 54.2% 110 South Texas Street Pittsburg, Texas 75686 Clifford E. Butler(b) 21,041 (d) 35,121 (d) Robert L. Hendrix(b) 13,596 (d) 27,153 (d) Richard A. Cogdill(b) 7,009 (d) 9,167 (d) David Van Hoose(b) 33,888 (d) 8,195 (d) James G. Vetter, Jr. 975 (d) 1,550 (d) Donald L. Wass 150 (d) 300 (d) Robert Hilgenfeld 9,100 (d) - - All executive officers and Directors as a group (18 persons) 8,730,114 62.9% 17,337,268 62.8%
___________________ (a) Includes 7,200,474 shares of Class A common stock and 14,395,385 shares of Class B common stock held of record by Pilgrim Interests, Ltd., a partnership formed by Mr. Pilgrim's family of which Lonnie A. Pilgrim and Lonnie Ken Pilgrim are managing partners. Also includes 30,193 shares of Class A common stock and 60,387 shares of Class B common stock held of record by Pilgrim Family Trust I, an irrevocable trust dated June 16, 1987, for the benefit of Lonnie "Bo" Pilgrim's surviving spouse and children, of which Lonnie Ken Pilgrim and Patty R. Pilgrim, Lonnie "Bo" Pilgrim's wife, are co-trustees, and 30,193 shares of Class A common stock and 60,386 shares of Class B common stock held of record by Pilgrim Family Trust II, an irrevocable trust dated December 23, 1987, for the benefit of Lonnie "Bo" Pilgrim and his children, of which Lonnie "Bo" Pilgrim and Lonnie Ken Pilgrim are co-trustees. Each of Lonnie A. Pilgrim and Lonnie Ken Pilgrim disclaim beneficial ownership of the Company's Class A common stock and Class B common stock held by Pilgrim Interests, Ltd., except to the extent of their respective pecuniary interest therein. (b) Includes shares held in trust by the Company's 401(k) Salary Deferral Plan. (a) Includes 3,232 shares of Class A common stock and 6,465 shares of Class B common stock held by his wife. Also includes 12,674 shares of Class A common stock and 25,350 shares of Class B 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. (b) Less than 1%. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires the Company's officers and Directors, and persons who own more than ten percent of the Company's Class A common stock and Class B common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC") and the New York Stock Exchange. Officers, Directors and greater than ten-percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based on its review of the copies of such forms received by it, the Company believes that all filing requirements applicable to its officers, Directors and greater than ten-percent stockholders for fiscal 1999 were complied with. ITEM 2. PROPOSAL TO APPROVE SENIOR EXECUTIVE PERFORMANCE BONUS PLAN The Pilgrim's Pride Corporation Senior Executive Performance Bonus Plan is being submitted for stockholder approval pursuant to requirements of the Internal Revenue Code of 1986, as amended (the "Code"), and specifically those amendments to the Code added by the Omnibus Budget Reconciliation Act of 1993 ("OBRA") regarding executive compensation. Under OBRA, which became law in August 1993, publicly-held companies may be limited as to income tax deductions to the extent total remuneration (including cash and/or stock bonuses) for certain executive officers exceeds $1 million in any one year. However, OBRA provides an exception for "performance-based" remuneration, including amounts paid under qualifying bonus plans. OBRA requires that certain actions be taken by a compensation committee of two or more outside directors and that the material terms of such remuneration be approved by a majority vote of the stockholders in order for compensation paid under bonus plans to qualify as "performance-based" remuneration. After such approval, no additional approval is required unless the compensation committee changes the material terms of the performance goal. If, however, the compensation committee has authority to change the targets under a performance goal after stockholder approval of the goal, material terms of the performance goal must be disclosed to and reapproved by stockholders no later than the first stockholder meeting that occurs in the fifth year following the year in which stockholders previously approved the performance goal. The Plan is similar to and replaces the Company's previously adopted senior executive bonus plan (the "Predecessor Plan") which has been terminated with respect to all fiscal years ending after October 2, 1999. A copy of the Plan is attached hereto as Exhibit A and is incorporated herein by reference. The following summary of the Plan is subject to and qualified in its entirety by the Plan. GENERAL The Plan is designed to promote the interests of the Company and its stockholders by stimulating the efforts of the Participants (as defined below) on behalf of the Company by establishing a direct relationship between the payment of cash bonuses to certain of the Company's officers and the profitability of the Company. ADMINISTRATION Except as provided below, the Plan will be administered by the Company's Compensation Committee (the "Committee"); provided that any determination of which Participants will participate in the Plan and any reductions in the bonus amounts payable to the Section 162(m) Participants (as defined below) will be determined solely by a special subcommittee (the "Subcommittee") of the Committee, which will at all times consist solely of at least two "outside directors" as such phrase is defined by Section 162(m) ("Section 162(m)") of the Code, and the rules and regulations promulgated pursuant thereto. The Subcommittee currently consists of Charles L. Black and Vance C. Miller, Sr. The Subcommittee will have the authority, subject to the limitations set forth in the Plan or otherwise imposed by Section 162(m), to interpret the Plan and to adopt, amend and rescind such rules and regulations as, in its opinion, are necessary for the administration of the Plan and to make such other determinations deemed necessary or advisable for the administration of the Plan. All decisions, determinations and interpretations of the Committee or the Subcommittee relating to the Plan will be final and conclusive on the Company and all Participants under the Plan. Each of the Committee and the Subcommittee may employ such accountants, legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any counsel or consultant and any computation received from any consultant or agent. Expenses incurred by the Committee and the Subcommittee in the engagement of such counsel, consultants or agents will be paid by the Company. No member or former member of the Committee or Subcommittee will be liable for any action or determination made in good faith with respect to the Plan. PARTICIPANTS The persons eligible to participate in the Plan in any given fiscal year ("Fiscal Year") of the Company will be comprised of two groups: (a) the Company's Chairman of the Board, Chief Executive Officer, if any, and President and such other officers of the Company as the Subcommittee may specify as Section 162(m) Participants on or before the 90th day following the commencement of such Fiscal Year (the "Section 162(m) Participants"); and (b) such other officers of the Company as the Subcommittee may specify on or before the 90th day following the commencement of such Fiscal Year, including, unless otherwise specified by the Subcommittee as aforesaid, the Company's Vice Chairman, Executive Vice Presidents and Senior Vice Presidents (the "Non- Section 162(m) Participants") (collectively, the "Participants"). The Company currently has 14 officers, all of which have been designated as Participants in the Plan (2 as Section 162(m) Participants and 12 as Non-Section 162(m) Participants). CALCULATION OF BONUS AMOUNT Each Fiscal Year, commencing with the Fiscal Year ending September 30, 2000, each Participant who is employed by the Company or one of its subsidiaries on the January 1 immediately following the Fiscal Year with respect to which the bonus is being determined will be entitled to receive a cash bonus with respect to such Fiscal Year equal to (a) the sum of (i) the amount of such Participant's base salary accrued with respect to the period commencing on the first day of such Fiscal Year and ending on the 90th day following the commencement of such Fiscal Year plus (ii) the amount of such Participant's base salary that would accrue with respect to the period commencing on the 91st day of such Fiscal Year and ending on the last day of such Fiscal Year assuming that such Participant's base salary did not increase or decrease from such Participant's base salary as in effect on the 90th day following the commencement of such Fiscal Year divided by (b) the sum of the amounts calculated in accordance with clause (a) immediately above for all of the Participants multiplied by (c) 5% of the Company's pre-tax income from U.S. operations, excluding extraordinary charges, for the Fiscal Year with respect to which the bonus is being calculated (the "Bonus Pool Amount"). Notwithstanding the Plan's provisions, (a) the Committee will retain the right, in its sole discretion, to reduce, increase or eliminate, prior to the payment thereof, the amount of any bonus that would otherwise be due under the Plan to a Non-Section 162(m) Participant and (b) the Subcommittee will retain the right, in its sole discretion, to reduce or eliminate (but not increase), prior to the payment thereof, the amount of any bonus that would otherwise be due under the Plan to a Section 162(m) Participant, but under no circumstances may any such reduction or elimination under clause (a) or (b) increase the bonus otherwise payable to a Section 162(m) Participant or cause the aggregate amount of such bonuses to exceed the Bonus Pool Amount for such Fiscal Year. The following table summarizes the cash bonuses that would have been granted under the Plan with respect to the Fiscal Year ended October 2, 1999, if the Plan had been in effect for such fiscal year and the adjustments in the bonuses under the Predecessor Plan were to have been made under the Plan (which adjustments would reduce the aggregate amount otherwise payable under the Plan by $280,432): SENIOR EXECUTIVE PERFORMANCE BONUS PLAN NAME AND POSITION CASH BONUS Lonnie "Bo" Pilgrim Chairman of the Board $748,417 David Van Hoose Chief Executive Officer, President and Chief Operating Officer 477,368 Clifford E. Butler Vice Chairman of the Board 386,722 Robert L. Hendrix Executive Vice President-Grow Out and Processing 336,813 Richard A. Cogdill Executive Vice President, Chief Financial Officer, Secretary and Treasurer 310,000 All Executive Officers as a Group (14 persons) 3,783,418 All Non-Executive Officer Directors as a Group (0 persons) - All Non-Executive Officer Employees as a Group (0 persons) - PAYMENT OF BONUSES Each bonus awarded to a Participant under the Plan will be payable to such Participant no later than the end of the first quarter of the succeeding Fiscal Year; provided, however, that no payment will be made under the Plan until the Subcommittee certifies in writing that the Company achieved the amount of pre- tax income from U.S. operations, excluding extraordinary charges, used to calculate the Bonus Pool Amount and that the determination of the amount of bonus to be paid to each Participant was correct. EFFECTIVE DATE; TERM; AND AMENDMENT Subject to approval of the Plan by the holders of a majority of the outstanding shares of each class of the Company's common stock at the Meeting, the Plan will be effective with respect to the Company's Fiscal Year ending September 30, 2000, and will continue in effect for each Fiscal Year thereafter until terminated by the Board of Directors. The Board of Directors will have the power to amend, modify or terminate the Plan, in its sole discretion. TAX CONSEQUENCES Under federal tax law, taxable income will be realized by each eligible Participant upon the payment of cash bonuses to each such employee in the taxable year of the payment. The taxable income will be equal to the cash payment. The Company will be entitled to a deduction in an amount equal to the cash payments. THE SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND MAY NOT BE APPLICABLE TO ALL INDIVIDUALS. PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS FOR A DETERMINATION AS TO THE SPECIFIC TAX CONSEQUENCES APPLICABLE TO THEM. STOCKHOLDER APPROVAL The affirmative vote of a majority of the voting power of each class of the Company's common stock outstanding on the Record Date is required to approve the Plan and the performance goal included therein. No bonus payments will be made under the Plan unless and until such stockholder approval is obtained. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE THE PLAN. ITEM 3. APPOINTMENT OF INDEPENDENT AUDITORS The Board of Directors recommends the appointment of Ernst & Young LLP as the Company's independent auditors for the 2000 fiscal year. This firm of certified public accountants has served as independent auditors of the Company pursuant to annual appointment by the Board of Directors since 1969 except for 1982 and 1983. Representatives of Ernst & Young are expected to be present at the Meeting and to be available to respond to appropriate questions. They will be given the opportunity to make a statement if they wish to do so. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL YEAR 2000. FINANCIAL STATEMENTS AVAILABLE FINANCIAL STATEMENTS FOR THE COMPANY ARE INCLUDED IN THE ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR 1999. ADDITIONAL COPIES OF THESE STATEMENTS, AS WELL AS FINANCIAL STATEMENTS FOR PRIOR YEARS AND THE ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K, MAY BE OBTAINED WITHOUT CHARGE FROM THE SECRETARY OF THE COMPANY, 110 SOUTH TEXAS STREET, PITTSBURG, TEXAS 75686. FINANCIAL STATEMENTS ARE ALSO ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549, AND THE NEW YORK STOCK EXCHANGE. OTHER BUSINESS The Board of Directors is not aware of, and it is not anticipated that there will be presented to the Meeting, any business other than the election of the Directors, the proposal to approve the Plan and the proposal to appoint Ernst & Young independent auditors described above. If other matters properly come before the Meeting, the persons named on the accompanying proxy card will vote the returned proxies as the Board of Directors recommends. Please date, sign and return the proxy at your earliest convenience. A prompt return of your proxy will be appreciated as it will save the expense of further mailings. By order of the Board of Directors, RICHARD A. COGDILL EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER Pittsburg, Texas December 13, 1999 EXHIBIT A PILGRIM'S PRIDE CORPORATION SENIOR EXECUTIVE PERFORMANCE BONUS PLAN Pilgrim's Pride Corporation (the "Company") hereby establishes the Pilgrim's Pride Corporation Senior Executive Performance Bonus Plan (the "Plan"). The purpose of the Plan is to advance the interests of Pilgrim's Pride Corporation and its stockholders by establishing a direct relationship between the payment of cash bonuses to certain of the Company's officers and the profitability of the Company. 1. ADMINISTRATION. (a) Except as provided below, the Plan shall be administered by the Company's Compensation Committee (the "Committee"); provided that any determination of which Participants (as defined below) will participate in the Plan and any reductions in the bonus amounts payable to the Section 162(m) Participants (as defined below) shall be determined solely by a special subcommittee (the "Subcommittee") of the Committee, which shall at all times consist solely of two or more "outside directors" as such phrase is defined by Section 162(m) ("Section 162(m)") of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated pursuant thereto. (b) The Subcommittee shall have the authority, subject to the limitations set forth in the Plan or otherwise imposed by Section 162(m), to interpret the Plan and to adopt, amend and rescind such rules and regulations as, in its opinion, are necessary for the administration of the Plan and to make such other determinations deemed necessary or advisable for the administration of the Plan. All decisions, determinations and interpretations of the Committee or the Subcommittee relating to the Plan shall be final and conclusive on the Company and all Participants under the Plan. (c) Each of the Committee and the Subcommittee may employ such accountants, legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any counsel or consultant and any computation received from any consultant or agent. Expenses incurred by the Committee and the Subcommittee in the engagement of such counsel, consultants or agents shall be paid by the Company. No member or former member of the Committee or Subcommittee shall be liable for any action or determination made in good faith with respect to the Plan. 2. PARTICIPANTS AND BONUSES. (a) The persons eligible to participate in the Plan in any given fiscal year ("Fiscal Year") of the Company shall be comprised of two groups: (i) the Company's Chairman of the Board, Chief Executive Officer, if any, and President and such other officers of the Company as the Subcommittee may specify as Section 162(m) Participants on or before the 90th day following the commencement of such Fiscal Year (the "Section 162(m) Participants"); and (ii) such other officers of the Company as the Subcommittee may specify on or before the 90th day following the commencement of such Fiscal Year, including, unless otherwise specified by the Subcommittee as aforesaid, the Company's Vice Chairman, Executive Vice Presidents, and Senior Vice Presidents (the "Non- Section 162(m) Participants") (collectively, the "Participants"). (b) Each Fiscal Year, commencing with the Fiscal Year ending September 30, 2000, each Participant who is employed by the Company or one of its subsidiaries on the January 1 immediately following the Fiscal Year with respect to which the bonus is being determined shall be entitled to receive a cash bonus with respect to such Fiscal Year equal to (i) the sum of (x) the amount of such Participant's base salary accrued with respect to the period commencing on the first day of such Fiscal Year and ending on the 90th day following the commencement of such Fiscal Year plus (y) the amount of such Participant's base salary that would accrue with respect to the period commencing on the 91st day of such Fiscal Year and ending on the last day of such Fiscal Year assuming that such Participant's base salary did not increase or decrease from such Participant's base salary as in effect on the 90th day following the commencement of such Fiscal Year divided by (ii) the sum of the amounts calculated in accordance with clause (i) immediately above for all of the Participants multiplied by (iii) 5% of the Company's pre-tax income from U.S. operations, excluding extraordinary charges, for the Fiscal Year with respect to which the bonus is being calculated (the "Bonus Pool Amount"). (c) Notwithstanding the provisions of Sections 2(b) hereof, (i) the Committee shall retain the right, in its sole discretion, to reduce, increase or eliminate, prior to the payment thereof, the amount of any bonus that would otherwise be due hereunder to a Non-Section 162(m) Participant and (ii) the Subcommittee shall retain the right, in its sole discretion, to reduce or eliminate (but not increase), prior to the payment thereof, the amount of any bonus that would otherwise be due hereunder to a Section 162(m) Participant, but under no circumstances may any such reduction or elimination under clause (i) or (ii) increase the bonus otherwise payable to a Section 162(m) Participant or cause the aggregate amount of such bonuses to exceed the Bonus Pool Amount for such Fiscal Year. 3. PAYMENT OF BONUSES. Each bonus awarded to a Participant hereunder shall be payable to such Participant no later than the end of the first quarter of the succeeding Fiscal Year; provided, however, that no payment shall be made hereunder until the Subcommittee certifies in writing that the Company achieved the amount of pre- tax income from U.S. operations, excluding extraordinary charges, used to calculate the Bonus Pool Amount and that the determination of the amount of bonus to be paid to each Participant was correct. 4. EFFECTIVE DATE; TERM; AND AMENDMENT. (a) Subject to approval of the Plan by the holders of a majority of the outstanding shares of each class of the Company's common stock at the annual meeting of the Company's stockholders to be held in February 2000, the Plan shall be effective with respect to the Company's Fiscal Year ending September 30, 2000, and shall continue in effect for each Fiscal Year thereafter until terminated by the Board of Directors of the Company. The Board of Directors of the Company shall have the power to amend, modify or terminate the Plan, in its sole discretion. 5. NON-TRANSFERABILITY. No rights or benefits granted in the Plan may be transferred, assigned, pledged or hypothecated in any manner, by operation of law or otherwise, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended ("Internal Revenue Code"), or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, and shall not be subject to execution, attachment or similar process. 6. NO FIDUCIARY RELATIONSHIP. The Board of Directors and the officers of the Company shall have no duty to manage or operate in order to maximize the benefits granted to the Participants hereunder, but rather shall have full discretionary power to make all management and operational decisions based on their determination of their respective best interests. This Plan shall not be construed to create a fiduciary relationship between such Board or the officers of the Company and the Participants. 7. GOVERNING LAW. This Plan shall be governed by and construed in accordance with the laws of the State of Texas. 8. NO EMPLOYMENT GUARANTEE. Nothing in this Plan shall be construed as an employment contract or a guarantee of continued employment. The rights of any Participant shall only be those as are expressly set forth in this Plan. 9. TAXES. The Company shall be entitled to deduct from amounts payable hereunder any sums required by federal, state or local tax law to be withheld with respect to such payments. 10. GENERAL CREDITOR STATUS. The Participants shall, in no event, be regarded as standing in any position, if at all, other than as a general creditor of the Company with respect to any rights derived from the existence of the Plan and shall receive only the Company's unfunded and unsecured promise to pay benefits under the Plan. 11. CAPTIONS. The captions in the Plan are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Plan or any of the provisions hereof. PILGRIM'S PRIDE CORPORATION 110 SOUTH TEXAS STREET PITTSBURG, TEXAS 75686 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Lonnie "Bo" Pilgrim and Clifford E. Butler, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them, and each of them, to represent and to vote, as designated below, all the shares of Class A common stock and Class B common stock of Pilgrim's Pride Corporation held of record by the undersigned on December 6, 1999, at the Annual Meeting of Stockholders to be held on February 2, 2000, or any adjournment thereof. PLEASE EXECUTE THIS PROXY AND RETURN PROMPTLY IN THE Enclosed Self-Addressed Stamped Envelope (CONTINUED ON OTHER SIDE) PILGRIMS PRIDE CORPORATION PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. --------------------------------- CLASS A AND/OR CLASS B COMMON STOCK 1. ELECTION OF DIRECTORS: FOR all nominees TO WITHHOLD AUTHORITY Listed to vote for all (except as marked nominees listed to the contrary) Lonnie "Bo" Pilgrim Lonnie Ken Pilgrim Vance C. Miller, Sr. Clifford E. Butler James G. Vetter, Jr. Donald L. Wass David Van Hoose Charles L. Black Richard A. Cogdill Robert E. Hilgenfeld (INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) ------------------------------------------------------------ 2. The approval of the Company's Senior Executive Performance Bonus Plan: FOR AGAINST ABSTAIN - ------------------------------------------------------------- 3. The appointment of Ernst & Young LLP as independent auditors for the Company for the fiscal year ending September 30, 2000: FOR AGAINST ABSTAIN - ------------------------------------------------------------------------------- 4. In their discretion such other business as may properly come before the Annual Meeting. UNLESS OTHERWISE SPECIFIED ON THIS PROXY, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF MANAGEMENT'S NOMINEES FOR DIRECTORS AND "FOR" PROPOSALS 2 AND 3 ABOVE. DISCRETION WILL BE USED WITH RESPECT TO SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. ____________________________________________________________________ Date ____________________________________________________________________ Signature of Stockholder ____________________________________________________________________ Signature if held jointly Please date this proxy and sign your name exactly as it appears hereon. Persons signing in a representative capacity should indicate their capacity. A proxy for shares held in joint ownership should be signed by each owner.