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                                                                Preliminary Copy


                               PIERRE FOODS, INC.

                                                                __________, 2001

To Our Shareholders:

         I am writing to you in my capacity as both a private investor in Pierre
Foods, Inc. and the Chairman of the Board of Pierre Foods. In my capacity as
Chairman, I cordially invite you to attend a special meeting of shareholders of
Pierre Foods to be held on ___________, _______, 2001 at 10:00 a.m., local time,
at the offices of Foley & Lardner, 150 West Jefferson Avenue, Suite 1000,
Detroit, MI 48226-4416. The purpose of the special meeting is to consider and
vote upon a transaction that, if completed, will result in our public
shareholders receiving $1.21 in cash per share for their stock and Pierre Foods
becoming a privately-owned company. If approved by the shareholders, the
transaction would be accomplished under an Agreement and Plan of Share Exchange
among Pierre Foods, James C. Richardson, Jr., David R. Clark and PF Management,
Inc., a newly-formed corporation. If the exchange is completed, then each
outstanding share of Pierre Foods common stock, other than shares held by PF
Management, together with the associated preferred stock purchase rights, will
be canceled and converted automatically into the right to receive $1.21 in cash,
without interest.

         In my capacity as a private investor, I own 52.9% of the equity
interest in PF Management. David R. Clark, who is Vice-Chairman of the Board of
Pierre Foods, owns another 35.2% of the equity interest in PF Management. If the
exchange is completed, then PF Management will own the entire equity interest in
Pierre Foods.

         A special committee of Pierre Foods' board of directors, consisting of
Bobby G. Holman, E. Edwin Bradford and Bruce E. Meisner, was formed to consider
PF Management's proposal. The special committee unanimously recommended to our
board of directors that the exchange be approved.

         In connection with its evaluation of the exchange, the special
committee engaged Grant Thornton LLP to act as its financial advisor. Grant
Thornton has rendered its written opinion that, as of April 26, 2001, based upon
and subject to the assumptions, limitations and qualifications included in its
opinion, the consideration of $1.21 per share to be received in the exchange is
fair from a financial point of view to our public shareholders. Grant Thornton's
written opinion dated April 26, 2001 is attached as Appendix B to the
accompanying proxy statement. You should read it carefully.

         The special committee and the other members of Pierre Foods' board of
directors believe that the terms of the exchange are fair to, and in the best
interests of, the public shareholders and unanimously recommend that
shareholders approve the exchange. Since David Clark and I have personal
conflicts of interest in recommending this exchange to you, we abstained from
voting at the board meeting at which this recommendation was made.

         The affirmative vote of holders of at least 75% of the outstanding
shares entitled to vote at the special meeting is required to approve the
exchange. PF Management owns 63% of the outstanding shares. PF Management
intends to vote these shares in favor of the exchange. Accordingly, if the
holders of an additional 705,898 shares, representing approximately 12% of the
outstanding shares, also vote in favor of the exchange, then the exchange will
be approved.
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         The accompanying proxy statement provides you with a summary of the
proposed exchange and additional information about the parties involved and
their interests. Please give all this information your careful attention.
Whether or not you plan to attend, it is important that your shares be
represented at the special meeting. Failure to vote will effectively count as a
vote against the exchange. Accordingly, please promptly complete, sign and date
the enclosed proxy and return it in the envelope provided.

                                    JAMES C. RICHARDSON, JR.
                                    Chairman of the Board of Directors


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