PIERRE FOODS, INC.


                                                                    May   , 2002


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 Wednesday, June 26, 2002 at 10:00 a.m., local time,
at the offices of Foley & Lardner, 150 West Jefferson Avenue, Suite 1000,
Detroit, Michigan 48226-4416. The purpose of the special meeting is to consider
and vote upon a transaction that, if completed, will result in our shareholders
other than PF Management receiving $2.50 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 corporation formed to acquire Pierre Foods. 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 $2.50 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. The remaining
11.9% of PF Management is owned by James M. Templeton, a former officer of
Claremont Restaurant Group and a director of PF Management. If the exchange is
completed, then PF Management will own the entire equity interest in Pierre
Foods.

     A special committee comprised of disinterested members 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 December 20, 2001, based upon and
subject to the assumptions, limitations and qualifications included in its
opinion, the consideration of $2.50 per share to be received in the exchange is
fair from a financial point of view to our shareholders who are unaffiliated
with PF Management. Grant Thornton's written opinion dated December 20, 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 shareholders of Pierre Foods unaffiliated with PF Management
and unanimously recommend that the shareholders approve the exchange. The
exchange was approved by all of the non-employee directors of Pierre Foods.
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.


     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 return a signed proxy card will
effectively count as a vote against the exchange. Accordingly, please promptly
complete, sign and date the enclosed proxy card and return it in the envelope
provided.


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