8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 4, 2003

SMITHFIELD FOODS, INC.

(Exact name of registrant as specified in its charter)

Virginia	1-15321	52-0845861
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Commerce Street Smithfield, Virginia	23430
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (757) 365-3000

ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE

Smithfield Foods, Inc. (the “Registrant”) hereby makes the following “Other Events” disclosure:

As of April 4, 2003, the Registrant and the lenders under its multi-year credit facility and certain of its senior secured note loan agreements entered into amendments to these agreements. Copies of the amendments are filed as exhibits to this report. The Registrant requested the amendments due to continuing unfavorable market conditions and its recent operating results. The amendments provide, among other things, for grid based increases in applicable interest rates and flexibility to allow additional borrowings for (i) liquidity purposes and (ii) other general corporate purposes, including possible acquisitions. The Registrant has not entered into any acquisition agreements at this time, but as previously disclosed, has expressed interest in a transaction involving certain assets of Farmland Industries, Inc. and its subsidiaries, currently debtors-in- possession in Chapter 11 proceedings pending in Kansas City, Missouri.

Page 2 of 4

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits.

Exhibit Number	Description
10.1	Amendment Agreement No. 3 dated as of April 4, 2003 among Smithfield Foods, Inc. and each of the Holders listed on Annex No. 1 thereto, relating to the Amended and Restated Note Purchase Agreement dated as of October 31, 1999, as amended, relating to $196,882,354 in senior secured notes, series B through H (filed herewith).
10.2	Amendment Agreement No. 3 dated as of April 4, 2003 among Smithfield Foods, Inc. and each of the Holders listed on Annex No. 1 thereto, relating to the Amended and Restated Note Purchase Agreement dated as of October 27, 1999, as amended, relating to $225,000,000 in senior secured notes, series I through L (filed herewith).
10.3	Amendment Agreement No. 3 dated as of April 4, 2003 among Smithfield Foods, Inc. and each of the Holders listed on Annex No. 1 thereto, relating to the Amended and Restated Note Purchase Agreement dated as of June 2, 2000, as amended, relating to $100,000,000 in senior secured notes, series M through N (filed herewith).
10.4	Amendment Agreement No. 2 dated as of April 4, 2003 among Smithfield Foods, Inc. and each of the Holders listed on Annex No. 1 thereto, relating to the Amended and Restated Note Purchase Agreement dated as of June 2, 2000, as amended, relating to $55,000,000 in senior secured notes, series O through P (filed herewith).
10.5	Amendment No. 3 dated as of April 4, 2003 among Smithfield Foods, Inc., the Subsidiary Guarantors party thereto, and J.P.Morgan Chase Bank, as Collateral Agent, relating to the Registrant’s multi-year revolving credit facility (filed herewith).

Page 3 of 4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SMITHFIELD FOODS, INC. (Registrant)
By:	/s/    DANIEL G. STEVENS
	(Signature) Daniel G. Stevens Vice President and Chief Financial Officer

Dated: April 11, 2003

Page 4 of 4

EX-10.1

                                                                    EXHIBIT 10.1

                             SMITHFIELD FOODS, INC.

                            AMENDMENT AGREEMENT NO. 3

                                                             As of April 4, 2003

To each of the Current Holders
listed in Annex 1 attached hereto

Ladies and Gentlemen:

     Smithfield Foods, Inc., a Virginia corporation (together with its
respective successors and assigns, the "Issuer") agrees with you as follows:

1.   PRELIMINARY STATEMENTS.

     The Issuer issued and sold:

          (a) Nine Million Eight Hundred and Fifty-Two Thousand Nine Hundred
     Forty-Two Dollars ($9,852,942) in aggregate principal amount of 8.41%
     Series B Senior Secured Notes due August 1, 2006 (as they may be amended,
     restated or otherwise modified from time to time, the "Series B Notes");

          (b) Forty Million Dollars ($40,000,000) in aggregate principal amount
     of its 8.34% Series C Senior Secured Notes due August 1, 2003 (as they may
     be amended, restated or otherwise modified from time to time, the "Series C
     Notes");

          (c) Nine Million Dollars ($9,000,000) in aggregate principal amount of
     its 9.80% Series D Senior Secured Notes due August 1, 2003 (as they may be
     amended, restated or otherwise modified from time to time, the "Series D
     Notes");

          (d) Nine Million Two Hundred Fifty Thousand Dollars ($9,250,000) in
     aggregate principal amount of its 10.75% Series E Senior Secured Notes due
     August 1, 2005 (as they may be amended, restated or otherwise modified from
     time to time, the "Series E Notes");

          (e) One Hundred Million Dollars ($100,000,000) in aggregate principal
     amount of its 8.52% Series F Senior Secured Notes due August 1, 2006 (as
     they may be amended, restated or otherwise modified from time to time, the
     "Series F Notes");

          (f) Fourteen Million Dollars ($14,000,000) in aggregate principal
     amount of its 9.85% Series G Senior Secured Notes due November 1, 2006 (as
     they may be amended, restated or otherwise modified from time to time, the
     "Series G Notes"); and



          (g) Fourteen Million Seven Hundred Seventy-Nine Thousand Four Hundred
     and Twelve Dollars ($14,779,412) in aggregate principal amount of its 8.41%
     Series H Senior Secured Notes due August 1, 2004 (as they may be amended,
     restated or otherwise modified from time to time, the "Series H Notes" and,
     together with the Series B Notes, the Series C Notes, the Series D Notes,
     the Series E Notes, the Series F Notes and the Series G Notes,
     collectively, the "Notes");

pursuant to those separate Amended and Restated Note Purchase Agreements each
dated as of October 31, 1999 among the Issuer and the noteholders named in Annex
1 thereto (as amended by that certain Amendment Agreement No. 1, dated as of
December 7, 2001, and that certain Amendment Agreement No. 2, dated as of
December 31, 2002, each among the Issuer and the other parties listed on the
signature pages thereto, the "Existing Purchase Agreements"). The register kept
by the Issuer for the registration and transfer of the Notes indicates that each
of the Persons named in Annex 1 hereto (collectively, the "Current Holders") is
currently a holder of the original aggregate principal amount of the Notes
indicated in such Annex.

2.   DEFINED TERMS.

     Capitalized terms used herein and not otherwise defined herein have the
meanings ascribed to them in the Existing Purchase Agreements.

3.   AMENDMENTS TO EXISTING PURCHASE AGREEMENTS.

     Subject to Section 5, the Current Holders and the Issuer hereby agree to
each of the amendments to the Existing Purchase Agreements as provided for by
this Amendment Agreement No. 3 (this "Amendment Agreement") in the manner
specified in Exhibit 3 hereto. Such amendments are referred to herein,
collectively, as the "Amendments".

4.   REPRESENTATIONS AND WARRANTIES OF THE ISSUER.

     To induce you to enter into this Amendment Agreement and to consent to the
Amendments, the Issuer represents and warrants as follows:

     4.1. Material Adverse Effect.

     Since the date of the last audited consolidated financial statements of the
Issuer delivered to each of the Current Holders, no event has occurred or
condition exists which has had, or could reasonably be expected to have, a
Material Adverse Effect.

     4.2. Organization, Power and Authority, etc.

     The Issuer is duly organized and validly existing under the laws of its
jurisdiction of organization and has all requisite corporate power and authority
to enter into and perform its obligations under this Amendment Agreement.

     4.3. Legal Validity.

                                       2



     The execution and delivery of this Amendment Agreement by the Issuer and
compliance by the Issuer with its obligations hereunder: (a) are within the
corporate powers of the Issuer; and (b) are legal and do not conflict with,
result in any breach of, constitute a default under, or result in the creation
of any Lien upon any Property of the Issuer under the provisions of: (i) any
charter instrument or bylaw to which the Issuer is a party or by which the
Issuer or any of its Property may be bound; (ii) any order, judgment, decree or
ruling of any court, arbitrator or governmental authority applicable to the
Issuer or its Property; or (iii) any agreement or instrument to which the Issuer
is a party or by which the Issuer or any of its Property may be bound or any
statute or other rule or regulation of any governmental authority applicable to
the Issuer or its Property, except where such conflict, breach or default could
not reasonably be expected to have a Material Adverse Effect.

     This Amendment Agreement has been duly authorized by all necessary action
on the part of the Issuer, has been executed and delivered by a duly authorized
officer of the Issuer, and constitutes a legal, valid and binding obligation of
the Issuer, enforceable in accordance with its terms, except that enforceability
may be limited by applicable bankruptcy, reorganization, arrangement,
insolvency, moratorium, or other similar laws affecting the enforceability of
creditors' rights generally and subject to the availability of equitable
remedies.

     4.4. No Defaults.

     Immediately prior to and after giving effect to the Amendments set forth in
this Amendment Agreement, no Default or Event of Default will exist.

5.   EFFECTIVENESS OF AMENDMENTS.

     The Amendments shall become effective as of the first date written above
(the "Effective Date"), if at all, at such time as all of the Current Holders
shall have indicated their written consent to the Amendments by executing and
delivering the applicable counterparts of this Amendment Agreement. It is
understood that any Current Holder may withhold its consent for any reason, and
that, without limitation of the foregoing, each Current Holder hereby makes the
granting of its consent contingent upon satisfaction of the following
conditions:

     5.1. Amendment to Credit Facility.

     Each Current Holder shall have received true and correct copies of the
fully executed amendment (the "Credit Facility Amendment") to the Credit
Facility substantially in the form of Exhibit 5.1 hereto;

     5.2. Amendment of Other Note Agreements.

     Each Current Holder shall have received true and correct copies of the
fully executed amendments (collectively, the "Other Purchase Agreement
Amendments") to those certain separate Note Purchase Agreements, dated as of
March 1, 2002, between the Issuer and each of the purchasers listed on Annex 1
thereto, those certain separate Note Purchase Agreements, dated as of June 2,
2000 between the Issuer and each of the purchasers listed on Annex 1 thereto,
and those certain separate Note Purchase Agreements, dated as of October 27,
1999, between the

                                       3



Issuer and each of the purchasers listed on Annex 1 thereto. Each such amendment
shall be substantially in the form of this Amendment Agreement;

     5.3. Opinion of Counsel.

     The Current Holders shall have received from special counsel to the Issuer,
a closing opinion, dated as of the Effective Date, and in form and substance
satisfactory to the Current Holders. This Section 5.3 shall constitute direction
by the Issuer to such counsel to deliver such closing opinion to the Current
Holders;

     5.4. Amendment Fee.

     The fee to be paid to the Current Holders pursuant to Section 7 of this
Amendment Agreement shall have been paid in full; and

     5.5. Expenses.

     The payment of the expenses to be paid on behalf of the Current Holders
pursuant to Section 8 of this Amendment Agreement (to the extent a statement
therefore has been presented to the Issuer on or prior to the Effective Date)
shall have been paid in full.

6.   CONSENT.

     The Current Holders hereby consent to the execution and delivery of the
Credit Facility Amendment and the Other Purchase Agreement Amendments to the
extent that such consent is required under the terms of the Financing Documents.

7.   AMENDMENT FEE.

     In consideration of the execution and delivery by the Current Holders of
this Amendment Agreement and the consent by the Current Holders to the
Amendments, on or prior to the Effective Date, the Issuer shall have paid to
each of the Current Holders a fee in an amount equal to 0.15% of the aggregate
outstanding principal amount of the Notes held by such Current Holder on March
31, 2003, in the manner and to the accounts specified in the Existing Purchase
Agreements.

8.   EXPENSES.

     Whether or not the Amendments become effective, the Issuer will promptly
(and in any event within thirty (30) days of receiving any statement or invoice
therefor) pay all fees, expenses and costs relating to this Amendment Agreement,
including, but not limited to, the reasonable fees of your special counsel,
Bingham McCutchen LLP, incurred in connection with the preparation, negotiation
and delivery of this Amendment Agreement and any other documents related
thereto. Nothing in this Section 8 shall limit the Issuer's obligations pursuant
to Section 1.4 of the Existing Purchase Agreements.

9.   MISCELLANEOUS.

                                       4



     9.1. Part of Existing Purchase Agreements; Future References, etc.

     This Amendment Agreement shall be construed in connection with and as a
part of the Existing Purchase Agreements and, except as expressly amended by
this Amendment Agreement, all terms, conditions and covenants contained in the
Existing Purchase Agreements are hereby ratified and shall be and remain in full
force and effect. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Amendment Agreement may refer to the Existing Purchase Agreements without making
specific reference to this Amendment Agreement, but nevertheless all such
references shall include this Amendment Agreement unless the context otherwise
requires.

     9.2. Counterparts.

     This Amendment Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute
one instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.
Delivery of a facsimile of an executed signature page hereto shall be effective
as delivery of an original.

     9.3. Governing Law.

     THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE
COMMONWEALTH OF VIRGINIA EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
COMMONWEALTH THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION
OTHER THAN SUCH COMMONWEALTH.

   [Remainder of page intentionally left blank. Next page is signature page.]

                                       5



     If you are in agreement with the foregoing, please so indicate by signing
the acceptance below on the accompanying counterpart of this agreement and
returning it to the Issuer, whereupon it will become a binding agreement among
you and the Issuer.

                                        SMITHFIELD FOODS, INC.

                                        By: /s/ Daniel G. Stevens
                                        Name:   Daniel G. Stevens
                                        Title:  Vice President and Chief
                                                Financial Officer



     The foregoing Amendment Agreement is hereby accepted as of the date first
above written.

JOHN HANCOCK LIFE INSURANCE COMPANY

By: /s/ David E. Johnson
Name:   David E. Johnson
Title:  Managing Director

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

By: /s/ David E. Johnson
Name:   David E. Johnson
Title:  Authorized Signatory

THE NORTHERN TRUST COMPANY,
AS TRUSTEE OF THE LUCENT TECHNOLOGIES INC. MASTER PENSION TRUST
By:     John Hancock Life Insurance Company, as Investment Manager

By: /s/ David E. Johnson
Name:   David E. Johnson
Title:  Managing Director

MELLON BANK, N.A., solely in its capacity as
Trustee for the BELL ATLANTIC MASTER
TRUST, (as directed by John Hancock Financial
Services, Inc.), and not in its individual capacity

By: /s/ Bernadette Rist
Name:   Bernadette Rist
Title:  Authorized Signatory

MELLON BANK, N. A., solely in its capacity as
Trustee for the LONG-TERM INVESTMENT
TRUST, (as directed by John Hancock Financial
Services, Inc.), and not in its individual capacity

By: /s/ Bernadette Rist
Name:   Bernadette Rist
Title:  Authorized Signatory



THE MARITIME LIFE ASSURANCE COMPANY

By: /s/ Laurie A. Harding
Name:   Laurie A. Harding
Title:  Vice President, Private Placements

By: /s/ Alfred Samson
Name:   Alfred Samson
Title:  Vice President, Public Securities

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

By: /s/ Timothy S. Collins
Name:   Timothy S. Collins
Title:  Its Authorized Representative

AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY
  (successor by merger to The Independent Life and Accident Insurance Company)
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:     AIG Global Investment Corp., Investment Adviser

By: /s/ Lochlan O. McNew
Name:   Lochlan O. McNew
Title:  Vice President

ACADEMY LIFE INSURANCE COMPANY

By: /s/ Bill Henrickson
Name:   Bill Henrickson
Title:  Vice President

MONUMENTAL LIFE INSURANCE COMPANY,
successor by merger to PEOPLES SECURITY LIFE INSURANCE COMPANY

By: /s/ Bill Henrickson
Name:   Bill Henrickson
Title:  Vice President



UNITED OF OMAHA LIFE INSURANCE COMPANY

By: /s/ Edwin H. Garrison
Name:   Edwin H. Garrison
Title:  First Vice President

COMPANION LIFE INSURANCE COMPANY

By: /s/ Edwin H. Garrison
Name:   Edwin H. Garrison
Title:  Authorized Signer

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:     David L. Babson & Company, Inc., as Investment Adviser

By: /s/ Kathleen Lynch
Name:   Kathleen Lynch
Title:  Managing Director

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(as successor in interest to Unicare Life & Health Insurance Company)
By:      David L. Babson & Company, Inc., as Investment Adviser

By: /s/ Kathleen Lynch
Name:   Kathleen Lynch
Title:  Managing Director

C.M. LIFE INSURANCE COMPANY
By:     David L. Babson & Company, Inc., as Investment Sub-Adviser

By: /s/ Kathleen Lynch
Name:   Kathleen Lynch
Title:  Managing Director



        The undersigned consent to the Amendments effected by the foregoing
Amendment Agreement.

CODDLE ROASTED MEATS, INC.
GWALTNEY OF SMITHFIELD, LTD.
HANCOCK'S OLD FASHIONED COUNTRY HAM, INC.
IOWA QUALITY MEATS, LTD.
JOHN MORRELL & CO.
LYKES MEAT GROUP, INC.
MOYER PACKING COMPANY
NORTH SIDE FOODS CORP.
PACKERLAND HOLDINGS, INC.
PACKERLAND PROCESSING COMPANY, INC.
PACKERLAND-PLAINWELL, INC. (f/k/a Murco Foods, Inc.)
PATRICK CUDAHY INCORPORATED
PREMIUM PORK, INC.
QUIK-TO-FIX FOODS, INC.
SFFC, INC.
SMITHFIELD PURCHASE CORPORATION (successor by merger to Carroll's Realty, Inc.)
STADLER'S COUNTRY HAMS, INC.
SUN LAND BEEF COMPANY
SUNNYLAND, INC.
THE SMITHFIELD COMPANIES, INC.
THE SMITHFIELD PACKING COMPANY INCORPORATED

MURPHY-BROWN LLC
By:     John Morrell & Co., as sole member

MURPHY FARMS LLC
QUARTER M FARMS LLC
CARROLL'S FOODS OF VIRGINIA LLC
CARROLL'S FOODS LLC
CIRCLE FOUR LLC
CENTRAL PLAINS FARMS LLC
BROWN'S OF CAROLINA LLC
By:     Murphy-Brown LLC, as sole member
By:     John Morrell & Co., as sole member

BROWN'S FARMS, LLC
By:     Brown's of Carolina LLC, as sole member
By:     Murphy-Brown LLC, as sole member
By:     John Morrell & Co., as sole member

CARROLL'S REALTY PARTNERSHIP
By:     Smithfield Purchase Corporation, as general partner

SMITHFIELD PACKING REAL ESTATE, LLC
By:     The Smithfield Packing Company Incorporated, as sole member

GREAT LAKES CATTLE CREDIT COMPANY, LLC
By:     Packerland Holdings, Inc., as sole member



SMITHFIELD-CARROLL'S FARMS
By:    Smithfield Purchase Corporation, as general partner

BROWN'S REALTY PARTNERSHIP
By:    Brown's Farms, LLC, its partner
By:    Brown's of Carolina LLC, its sole member and manager
By:    Murphy-Brown LLC, its sole member and manager
By:    John Morrell & Co., as sole member
       and
By:    Smithfield Purchase Corporation, its partner

SMITHFIELD PACKING REALTY PARTNERSHIP
By:    Smithfield Packing Real Estate, LLC, its partner
By:    The Smithfield Packing Company, Incorporated, its sole member and manager
       and
By:    Smithfield Purchase Corporation, its partner

By:/s/ Daniel G. Stevens
Name:  Daniel G. Stevens
Title: Vice President



                                     ANNEX 1

                      CURRENT HOLDERS AND PRINCIPAL AMOUNTS



- ------------------------------------------------------------------------------------------------------------------------------------

                                                         Aggregate      Aggregate      Aggregate     Aggregate      Aggregate
                                                         Principal      Principal      Principal     Principal      Principal
Name of Current Holder                                   Amount of      Amount of      Amount of     Amount of      Amount of
                                                          Series B       Series C       Series D      Series E       Series F
                                                        Notes Held     Notes Held     Notes Held    Notes Held     Notes Held
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
John Hancock Life Insurance Company                     $9,852,942    $       -0-     $9,000,000    $9,250,000    $24,000,000
- ------------------------------------------------------------------------------------------------------------------------------------
John Hancock Variable Life Insurance Company            $      -0-    $       -0-     $      -0-    $      -0-    $ 5,000,000
- ------------------------------------------------------------------------------------------------------------------------------------
The Northern Trust Company, as Trustee of the Lucent    $      -0-    $       -0-     $      -0-    $      -0-    $ 2,040,000
Technologies Inc. Master Pension Trust
- ------------------------------------------------------------------------------------------------------------------------------------
Mellon Bank, N.A., Trustee under Master Trust           $      -0-    $       -0-     $      -0-    $      -0-    $ 3,000,000
Agreement of Bell Atlantic Master Trust
- ------------------------------------------------------------------------------------------------------------------------------------
Mellon Bank, N.A. Trustee under Master Trust            $      -0-    $       -0-     $      -0-    $      -0-    $   960,000
Agreement of Long-Term Investment Trust
- ------------------------------------------------------------------------------------------------------------------------------------
The Maritime Life Assurance Company                     $      -0-    $       -0-     $      -0-    $      -0-    $ 5,000,000
- ------------------------------------------------------------------------------------------------------------------------------------
The Northwestern Mutual Life Insurance Company          $      -0-    $ 5,000,000     $      -0-    $      -0-    $30,000,000
- ------------------------------------------------------------------------------------------------------------------------------------
American General Life and Accident Insurance Company    $      -0-    $       -0-     $      -0-    $      -0-    $ 3,000,000
(Successor by merger to Independent Life and
Accident Insurance Company)
- ------------------------------------------------------------------------------------------------------------------------------------
The Variable Annuity Life Insurance Company             $      -0-    $ 7,500,000     $      -0-    $      -0-    $12,000,000
- ------------------------------------------------------------------------------------------------------------------------------------
Academy Life Insurance Company                          $      -0-    $ 5,000,000     $      -0-    $      -0-    $       -0-
- ------------------------------------------------------------------------------------------------------------------------------------
Monumental Life Insurance Company, Successor by         $      -0-          $ -0-     $      -0-    $      -0-    $12,500,000
Merger to Peoples Security Life Insurance Company
- ------------------------------------------------------------------------------------------------------------------------------------
United of Omaha Life Insurance Company                  $      -0-    $13,000,000     $      -0-    $      -0-    $       -0-
- ------------------------------------------------------------------------------------------------------------------------------------
Companion Life Insurance Company                        $      -0-    $ 2,000,000     $      -0-    $      -0-    $       -0-
- ------------------------------------------------------------------------------------------------------------------------------------


- -------------------------------------------------------------------------------------

                                                           Aggregate        Aggregate
                                                           Principal        Principal
Name of Current Holder                                     Amount of        Amount of
                                                            Series G         Series H
                                                          Notes Held       Notes Held
- --------------------------------------------------------------------------------------
                                                                     
John Hancock Life Insurance Company                      $14,000,000       $      -0-
- --------------------------------------------------------------------------------------
John Hancock Variable Life Insurance Company             $       -0-       $      -0-
- --------------------------------------------------------------------------------------
The Northern Trust Company, as Trustee of the Lucent     $       -0-       $      -0-
Technologies Inc. Master Pension Trust
- --------------------------------------------------------------------------------------
Mellon Bank, N.A., Trustee under Master Trust            $       -0-       $      -0-
Agreement of Bell Atlantic Master Trust
- --------------------------------------------------------------------------------------
Mellon Bank, N.A. Trustee under Master Trust             $       -0-       $      -0-
Agreement of Long-Term Investment Trust
- --------------------------------------------------------------------------------------
The Maritime Life Assurance Company                      $       -0-       $      -0-
- --------------------------------------------------------------------------------------
The Northwestern Mutual Life Insurance Company           $       -0-       $      -0-
- --------------------------------------------------------------------------------------
American General Life and Accident Insurance Company     $       -0-       $      -0-
(Successor by merger to Independent Life and
Accident Insurance Company)
- --------------------------------------------------------------------------------------
The Variable Annuity Life Insurance Company              $       -0-       $      -0-
- --------------------------------------------------------------------------------------
Academy Life Insurance Company                           $       -0-       $      -0-
- --------------------------------------------------------------------------------------
Monumental Life Insurance Company, Successor by          $       -0-       $      -0-
Merger to Peoples Security Life Insurance Company
- --------------------------------------------------------------------------------------
United of Omaha Life Insurance Company                   $       -0-       $      -0-
- --------------------------------------------------------------------------------------
Companion Life Insurance Company                         $       -0-       $      -0-
- --------------------------------------------------------------------------------------


                                   Annex 1-1





- ------------------------------------------------------------------------------------------------------------------------------------

                                               Aggregate    Aggregate   Aggregate   Aggregate    Aggregate    Aggregate    Aggregate
                                               Principal    Principal   Principal   Principal    Principal    Principal    Principal
Name of Current Holder                         Amount of    Amount of   Amount of   Amount of    Amount of    Amount of    Amount of
                                                Series B     Series C    Series D    Series E     Series F     Series G     Series H
                                              Notes Held   Notes Held  Notes Held  Notes Held   Notes Held   Notes Held   Notes Held
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Massachusetts Mutual Life Insurance           $      -0-   $4,500,000  $      -0-  $      -0-   $2,500,000   $      -0-  $14,779,412
Company
- ------------------------------------------------------------------------------------------------------------------------------------
Massachusetts Mutual Life Insurance Company   $      -0-   $2,000,000  $      -0-  $      -0-   $      -0-   $      -0-  $       -0-
(as Successor I interest to Unicare Life
& Health Insurance Company)
- ------------------------------------------------------------------------------------------------------------------------------------
C.M. Life Insurance Company                   $      -0-   $1,000,000  $      -0-  $      -0-   $      -0-   $      -0-  $      -0-
- ------------------------------------------------------------------------------------------------------------------------------------


                                   Annex 1-2



                                                                       EXHIBIT 3

                   AMENDMENTS TO EXISTING PURCHASE AGREEMENTS

1.   Section 1.5 of the Existing Purchase Agreements is hereby amended and
     restated in its entirety to read as follows:

          1.5  Collateral; Release.

          The Notes are secured pursuant to and entitled to all of the benefits
     of the Security Documents. In the event that at any time after the Closing
     Date, except during the Suspension Period, the Company shall have obtained
     an Acceptable Rating in respect of its long-term, senior unsecured debt,
     the Company may give written notice to each holder of Notes (which notice
     shall include copies of the letters to the Company from Moody's and
     Standard & Poor's evidencing that such Acceptable Rating has been in full
     force and effect for the one hundred eighty (180) day period immediately
     preceding the date of such notice and, if such Acceptable Rating is in
     effect during the Suspension Period, for the one hundred eighty (180) day
     period following the conclusion of such Suspension Period) requesting that
     the holders of the Notes direct the Security Trustee to release the
     Collateral from the security interests created by the Security Documents on
     a date specified in such notice (the "Collateral Release Date") that is not
     less than thirty (30) days and not more than sixty (60) days after the date
     of such notice. The holders of the Notes agree to direct the Security
     Trustee to so release the Collateral, provided that the Collateral Release
     Conditions have been satisfied and the holders of the Notes and the
     Security Trustee shall have received an officer's certificate, executed by
     a Senior Officer and dated the Collateral Release Date, specifying that at
     the time of such release and after giving effect thereto, each of the
     Collateral Release Conditions are satisfied. Notwithstanding such release
     of Collateral, the provisions of Section 6.13 hereof shall continue to
     apply on and after the Collateral Release Date. For the avoidance of doubt,
     the Collateral Release Date may not occur during or within 180 days after
     the conclusion of the Suspension Period.

2.   Section 6.5 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

          6.5  Consolidated Working Capital.

          The Company shall not at any time permit Consolidated Working Capital
     to be less than Two Hundred Fifty Million Dollars ($250,000,000).

3.   Section 6.6 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

          6.6  Debt to Capitalization Ratio.

                                  Exhibit 3-1



          The Company shall not at any time permit (a) Consolidated Funded Debt
     to exceed sixty-five percent (65%) of Consolidated Total Capitalization and
     (b) Consolidated Senior Funded Debt to exceed fifty-five percent (55%) of
     the result of (i) Consolidated Total Capitalization minus (ii) Senior
     Subordinated Debt; provided that, during the Suspension Period, to the
     extent that unfunded pension liabilities as reflected on the Company's
     balance sheet would otherwise be deducted in the determination of
     Consolidated Total Capitalization or Consolidated Shareholders' Equity,
     such unfunded pension liabilities shall not be deducted in such
     determination during the Suspension Period to the extent that they
     aggregate less than One Hundred Million Dollars ($100,000,000).

4.   Section 6.7 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

     6.7. Maintenance of Funded Debt.

          (a) Consolidated Funded Debt. Except for each fiscal quarter end
     occurring during the Suspension Period, the Company shall not permit
     Consolidated Funded Debt, determined as of the end of each fiscal quarter
     of the Company, to exceed 400% of Consolidated EBITDA for the period of
     four (4) consecutive fiscal quarters of the Company ended at such time.

          (b) Consolidated Senior Funded Debt. Except for each fiscal quarter
     end occurring during the Suspension Period, the Company shall not permit
     Consolidated Senior Funded Debt, determined as of the end of each fiscal
     quarter of the Company, to exceed 320% of Consolidated EBITDA for the
     period of four (4) consecutive fiscal quarters of the Company ended at such
     time.

5.   Section 6.8 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

     6.8. Fixed Charges Coverage.

          The Company shall not at any time permit the ratio of Consolidated Net
     Income Available for Fixed Charges (calculated in respect of the period of
     eight (8) consecutive fiscal quarters of the Company then most recently
     ended) to Consolidated Fixed Charges (calculated in respect of such period)
     to be less than (a) 1.00 to 1.00 during the Suspension Period and (b) 1.50
     to 1.00 at all times after the Suspension Period.

6.   Section 6.14 of the Existing Purchase Agreements is hereby amended by
amending and restating paragraph (b) thereof in its entirety to read as follows:

          (b) Acquisitions. The Company will not, and will not permit any of its
     Subsidiaries to consummate any Acquisition or Joint Venture Investment,
     unless immediately prior to such Acquisition or Joint Venture Investment
     and after giving effect thereto, no Default or Event of Default shall have
     occurred and be continuing, and:

                                  Exhibit 3-2



               (i)  (a) such transaction is an Acquisition and such Acquisition
          (if by purchase of assets, merger or consolidation) is effected in
          such manner that the acquired business, and the related assets, are
          owned either by the Company or a Subsidiary and, if effected by merger
          or consolidation involving the Company, the Company is the continuing
          or surviving entity and, if effected by merger or consolidation
          involving a Subsidiary, the continuing or surviving entity is a
          Subsidiary; or (b) such transaction is an Acquisition and such
          Acquisition (if by purchase of stock or partner, member or other
          ownership interests) is effected in such manner so that the acquired
          entity becomes a Subsidiary; and

               (ii) such transaction is an Acquisition or a Joint Venture
          Investment and immediately after giving effect to such Acquisition or
          Joint Venture Investment (x) the Company is in compliance with
          Sections 6.4, 6.5, 6.6, 6.7, 6.8 and 6.10 (the determination of such
          compliance to be calculated on a pro forma basis, as at the end of the
          fiscal quarter most recently ended prior to the date of such
          Acquisition or Joint Venture Investment for which financial statements
          of the Company and its Subsidiaries are available, under the
          assumption that such Acquisition or Joint Venture Investment and any
          other Acquisitions or Joint Venture Investments consummated during the
          twelve-month period ending on such date shall have occurred, and any
          Debt in connection therewith shall have been incurred, at the
          beginning of the applicable period, and under the assumption that
          interest for such period had been equal to the actual weighted average
          interest rate in effect for such period for all loans outstanding
          under the Credit Facility on the date of such Acquisition or Joint
          Venture Investment) and, in the event that the aggregate amount of
          expenditures in respect of such Acquisition or Joint Venture
          Investment and of all prior Acquisitions and Joint Venture Investments
          made during a single fiscal year and not covered by a certificate
          delivered under this subclause (ii) exceeds $100,000,000, the Company
          shall have delivered to each of the holders of Notes a certificate of
          a Senior Financial Officer showing calculations in reasonable detail
          to demonstrate compliance with this subclause (ii) and certifying that
          prior to such acquisition and after giving effect thereto, no Default
          or Event of Default shall have occurred and be continuing and (y)
          during the Suspension Period, if such transaction is consummated
          before the Borrowing Base Release Date (as defined in the Credit
          Facility) and the aggregate amount of expenditures in respect of such
          Acquisition or Joint Venture Investment and of all prior Acquisitions
          and Joint Venture Investments made during a single fiscal year exceeds
          $20,000,000, then, immediately after giving effect to such Acquisition
          or Joint Venture Investment (and any borrowings under the Credit
          Facility made in connection therewith), the excess of (A) the lesser
          of the Borrowing Base (as defined in the Credit Facility) and the
          aggregate Commitments (as defined in the Credit Facility) at such time
          minus (B) the Secured Obligations Amount (as defined in the Credit
          Facility) shall not be less than $150,000,000."

7.   Section 9.1 of the Existing Purchase Agreements is hereby amended by
amending and restating the following definitions in their entirety to read as
follows:

                                  Exhibit 3-3



               Consolidated EBITDA -- means, with respect to any fiscal period,
          the sum of

                    (a) Consolidated Net Income, plus

                    (b) the aggregate amount of all interest expense,
               depreciation, amortization and income taxes,

         (to the extent, and only to the extent, that such aggregate amount was
         deducted in the computation of Consolidated Net Income), in each case
         accrued for such period by the Company, provided that, with respect to
         any period during which a Person shall have become, or ceased to be, a
         Subsidiary, or during which the Company or any Subsidiary shall have
         acquired or disposed of an On-Going Business, the calculation of
         Consolidated EBITDA shall (i) include the EBITDA for such period of
         each Person who shall have become a Subsidiary, and of each On-Going
         Business acquired by the Company or any Subsidiary, during such period
         as if such Person had been a Subsidiary or such On-Going Business had
         been owned by the Company or a Subsidiary for the entire period, or
         (ii) exclude the EBITDA for such period of each Person who shall have
         ceased to be a Subsidiary, and of each On-Going Business disposed of by
         the Company or any Subsidiary, at any time after the beginning of such
         period as if such Person had not been a Subsidiary at any time during
         the entire period or such On-Going Business had not been owned or
         operated by the Company or any Subsidiary at any time during such
         period. As used in this definition, EBITDA with respect to any Person
         or On-Going Business for any period shall mean, the net income (after
         income taxes) of such Person or On-Going Business for such period,
         determined in accordance with GAAP plus, to the extent deducted in
         calculating such net income, amounts attributable to interest, income
         taxes, depreciation and amortization.

               Incremental Margin - means one half of one percent (0.50%) at all
          times during 4FQ03 and at all other times during each other fiscal
          quarter during the Incremental Margin Period, (a) zero (0) if
          Consolidated Funded Debt at the end of the immediately preceding
          fiscal quarter is less than 400% of Consolidated EBITDA for the period
          of four (4) consecutive fiscal quarters of the Company then most
          recently ended, (b) three quarters of one percent (0.75%) if
          Consolidated Funded Debt at the end of the immediately preceding
          fiscal quarter equal to or more than 400% but less than 450% of
          Consolidated EBITDA for the period of four (4) consecutive fiscal
          quarters of the Company then most recently ended, (c) one percent
          (1.00%) if Consolidated Funded Debt at the end of the immediately
          preceding fiscal quarter is equal to or more than 450% but less than
          500% of Consolidated EBITDA for the period of four (4) consecutive
          fiscal quarters of the Company then most recently ended, (d) one and
          one quarter of one percent (1.25%) of Consolidated Funded Debt at the
          end of the immediately preceding fiscal quarter is equal to or more
          than 500% but less than 550% of Consolidated EBITDA for the period of
          four (4) consecutive fiscal quarters of the Company then most recently
          ended and (e) one and one half of one percent (1.50%) if Consolidated
          Funded Debt at the end of the immediately preceding fiscal quarter is
          equal to or more than 550% of Consolidated EBITDA for the period of
          four (4) consecutive fiscal quarters of the Company then most recently
          ended.

                                  Exhibit 3-4



          Incremental Margin Period - means 4FQ03 together with the period
     from the start of IFQ04 to and including the end of 2FQ05.

8.   Section 9.1 of the Existing Purchase Agreements is hereby amended by adding
the following new definitions in the appropriate alphabetical order to read as
follows:

          4FQ04 - means the fiscal quarter of the Company ending on April 25,
          2004.

          1FQ05 - means the fiscal quarter of the Company ending on July 25,
          2004.

          2FQ05 - means the fiscal quarter of the Company ending on October 31,
          2004.

          Acquisition - means any transaction, or any series of related
     transactions, consummated after the Amendment No. 3 Effective Date, by
     which the Company or any of its Subsidiaries (a) acquires any On-Going
     Business or all or substantially all of the assets of any Person, whether
     through purchase of assets, merger or otherwise, (b) directly or indirectly
     acquires control of at least a majority (in number of votes) of the
     securities of a corporation that have ordinary voting power for the
     election of directors or (c) directly or indirectly acquires control of at
     least a majority of the partner, member or other ownership interests of any
     Person that is not a corporation.

          Amendment No. 3 Effective Date - means the "Effective Date" as defined
     in that certain Amendment Agreement No. 3 dated as of April 4, 2003 among
     the Company and each of the holders of the Notes party thereto and
     consented to by each of the Guarantors.

          Joint Venture Investment - means any Investment by the Company or any
     of its Subsidiaries as a joint venturer or partner in, or lender to, any
     other Person (other than a Subsidiary) principally engaged in a business in
     which the Company and its Subsidiaries are permitted by Section 6.18 to be
     engaged.

          On-Going Business - means a distinct operating business, whether
     operated as a division of a larger business operation or operated
     independently, which regardless of the form of legal entity owns or
     operates the assets and has the liabilities, of such business.

          Suspension Period - means the period from the start of 4FQ03 to and
     including the end of 1FQ05.

9.   Section 9.1 of the Existing Purchase Agreements is hereby amended by
deleting the following definitions from such Section: "3FQ03", "Applicable
Funded Debt Percentage", "Applicable Senior Funded Debt Percentage", "New Debt
Step Up" and "Unsecured Debt".

                                  Exhibit 3-5

EX-10.2

                                                                    EXHIBIT 10.2

                             SMITHFIELD FOODS, INC.

                            AMENDMENT AGREEMENT NO. 3

                                                             As of April 4, 2003

To each of the Current Holders
listed in Annex 1 attached hereto

Ladies and Gentlemen:

     Smithfield Foods, Inc., a Virginia corporation (together with its
respective successors and assigns, the "Issuer") agrees with you as follows:

1.   PRELIMINARY STATEMENTS.

     The Issuer issued and sold:

          (a) One Hundred Million Dollars ($100,000,000) in aggregate principal
     amount of 7.89% Series I Senior Secured Notes due October 1, 2009 (as they
     may be amended, restated or otherwise modified from time to time, the
     "Series I Notes");

          (b) Fifty Million Dollars ($50,000,000) in aggregate principal amount
     of its Variable Rate Series J Senior Secured Notes due October 1, 2009 (as
     they may be amended, restated or otherwise modified from time to time, the
     "Series J Notes");

          (c) Fifty Million Dollars ($50,000,000) in aggregate principal amount
     of its 8.44% Series K Senior Secured Notes due October 1, 2009 (as they may
     be amended, restated or otherwise modified from time to time, the "Series K
     Notes"); and

          (d) Twenty-Five Million Dollars ($25,000,000) in aggregate principal
     amount of its LIBOR Rate Series L Senior Secured Notes due October 1, 2009
     (as they may be amended, restated or otherwise modified from time to time,
     the "Series L Notes" and, together with the Series I Notes, the Series J
     Notes and the Series K Notes, collectively, the "Notes"),

pursuant to those separate Note Purchase Agreements each dated as of October 27,
1999 between the Issuer and the purchasers named in Annex 1 thereto (as amended
by that certain Amendment Agreement No. 1, dated as of December 7, 2001, and
that certain Amendment Agreement No. 2, dated as of December 31, 2002, each
among the Issuer and the other parties listed on the signature pages thereto,
the "Existing Purchase Agreements"). The register kept by the Issuer for the
registration and transfer of the Notes indicates that each of the Persons named
in Annex 1



hereto (collectively, the "Current Holders") is currently a holder of the
original aggregate principal amount of the Notes indicated in such Annex.

2.   DEFINED TERMS.

     Capitalized terms used herein and not otherwise defined herein have the
meanings ascribed to them in the Existing Purchase Agreements.

3.   AMENDMENTS TO EXISTING PURCHASE AGREEMENTS.

     Subject to Section 5, the Current Holders and the Issuer hereby agree to
each of the amendments to the Existing Purchase Agreements as provided for by
this Amendment Agreement No. 3 (this "Amendment Agreement") in the manner
specified in Exhibit 3 hereto. Such amendments are referred to herein,
collectively, as the "Amendments".

4.   REPRESENTATIONS AND WARRANTIES OF THE ISSUER.

     To induce you to enter into this Amendment Agreement and to consent to the
Amendments, the Issuer represents and warrants as follows:

     4.1. Material Adverse Effect.

     Since the date of the last audited consolidated financial statements of the
Issuer delivered to each of the Current Holders, no event has occurred or
condition exists which has had, or could reasonably be expected to have, a
Material Adverse Effect.

     4.2. Organization, Power and Authority, etc.

     The Issuer is duly organized and validly existing under the laws of its
jurisdiction of organization and has all requisite corporate power and authority
to enter into and perform its obligations under this Amendment Agreement.

     4.3. Legal Validity.

     The execution and delivery of this Amendment Agreement by the Issuer and
compliance by the Issuer with its obligations hereunder: (a) are within the
corporate powers of the Issuer; and (b) are legal and do not conflict with,
result in any breach of, constitute a default under, or result in the creation
of any Lien upon any Property of the Issuer under the provisions of: (i) any
charter instrument or bylaw to which the Issuer is a party or by which the
Issuer or any of its Property may be bound; (ii) any order, judgment, decree or
ruling of any court, arbitrator or governmental authority applicable to the
Issuer or its Property; or (iii) any agreement or instrument to which the Issuer
is a party or by which the Issuer or any of its Property may be bound or any
statute or other rule or regulation of any governmental authority applicable to
the Issuer or its Property, except where such conflict, breach or default could
not reasonably be expected to have a Material Adverse Effect.

                                       2



     This Amendment Agreement has been duly authorized by all necessary action
on the part of the Issuer, has been executed and delivered by a duly authorized
officer of the Issuer, and constitutes a legal, valid and binding obligation of
the Issuer, enforceable in accordance with its terms, except that enforceability
may be limited by applicable bankruptcy, reorganization, arrangement,
insolvency, moratorium, or other similar laws affecting the enforceability of
creditors' rights generally and subject to the availability of equitable
remedies.

     4.4. No Defaults.

     Immediately prior to and after giving effect to the Amendments set forth in
this Amendment Agreement, no Default or Event of Default will exist.

5.   EFFECTIVENESS OF AMENDMENTS.

     The Amendments shall become effective as of the first date written above
(the "Effective Date"), if at all, at such time as all of the Current Holders
shall have indicated their written consent to the Amendments by executing and
delivering the applicable counterparts of this Amendment Agreement. It is
understood that any Current Holder may withhold its consent for any reason, and
that, without limitation of the foregoing, each Current Holder hereby makes the
granting of its consent contingent upon satisfaction of the following
conditions:

     5.1. Amendment to Credit Facility.

     Each Current Holder shall have received true and correct copies of the
fully executed amendment (the "Credit Facility Amendment") to the Credit
Facility substantially in the form of Exhibit 5.1 hereto;

     5.2. Amendment of Other Note Agreements.

     Each Current Holder shall have received true and correct copies of the
fully executed amendments (collectively, the "Other Purchase Agreement
Amendments") to those certain separate Note Purchase Agreements, dated as of
March 1, 2002, between the Issuer and each of the purchasers listed on Annex 1
thereto, those certain separate Note Purchase Agreements, dated as of June 2,
2000 between the Issuer and each of the purchasers listed on Annex 1 thereto,
and those certain separate Amended and Restated Note Purchase Agreements, dated
as of October 31, 1999, between the Issuer and each of the noteholders listed on
Annex 1 thereto. Each such amendment shall be substantially in the form of this
Amendment Agreement;

     5.3. Opinion of Counsel.

     The Current Holders shall have received from special counsel to the Issuer,
a closing opinion, dated as of the Effective Date, and in form and substance
satisfactory to the Current Holders. This Section 5.3 shall constitute direction
by the Issuer to such counsel to deliver such closing opinion to the Current
Holders;

     5.4. Amendment Fee.

                                       3



     The fee to be paid to the Current Holders pursuant to Section 7 of this
Amendment Agreement shall have been paid in full; and

     5.5. Expenses.

     The payment of the expenses to be paid on behalf of the Current Holders
pursuant to Section 8 of this Amendment Agreement (to the extent a statement
therefore has been presented to the Issuer on or prior to the Effective Date)
shall have been paid in full.

6.   CONSENT.

     The Current Holders hereby consent to the execution and delivery of the
Credit Facility Amendment and the Other Purchase Agreement Amendments to the
extent that such consent is required under the terms of the Financing Documents.

7.   AMENDMENT FEE.

     In consideration of the execution and delivery by the Current Holders of
this Amendment Agreement and the consent by the Current Holders to the
Amendments, on or prior to the Effective Date, the Issuer shall have paid to
each of the Current Holders a fee in an amount equal to 0.15% of the aggregate
outstanding principal amount of the Notes held by such Current Holder on March
31, 2003, in the manner and to the accounts specified in the Existing Purchase
Agreements.

8.   EXPENSES.

     Whether or not the Amendments become effective, the Issuer will promptly
(and in any event within thirty (30) days of receiving any statement or invoice
therefor) pay all fees, expenses and costs relating to this Amendment Agreement,
including, but not limited to, the reasonable fees of your special counsel,
Bingham McCutchen LLP, incurred in connection with the preparation, negotiation
and delivery of this Amendment Agreement and any other documents related
thereto. Nothing in this Section 8 shall limit the Issuer's obligations pursuant
to Section 1.5 of the Existing Purchase Agreements.

9.   MISCELLANEOUS.

     9.1. Part of Existing Purchase Agreements; Future References, etc.

     This Amendment Agreement shall be construed in connection with and as a
part of the Existing Purchase Agreements and, except as expressly amended by
this Amendment Agreement, all terms, conditions and covenants contained in the
Existing Purchase Agreements are hereby ratified and shall be and remain in full
force and effect. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Amendment Agreement may refer to the Existing Purchase Agreements without making
specific reference to this Amendment Agreement, but nevertheless all such
references shall include this Amendment Agreement unless the context otherwise
requires.

                                       4



     9.2. Counterparts.

     This Amendment Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute
one instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.
Delivery of a facsimile of an executed signature page hereto shall be effective
as delivery of an original.

     9.3. Governing Law.

     THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE
COMMONWEALTH OF VIRGINIA EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
COMMONWEALTH THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION
OTHER THAN SUCH COMMONWEALTH.

   [Remainder of page intentionally left blank. Next page is signature page.]

                                       5



     If you are in agreement with the foregoing, please so indicate by signing
the acceptance below on the accompanying counterpart of this agreement and
returning it to the Issuer, whereupon it will become a binding agreement among
you and the Issuer.

                                      SMITHFIELD FOODS, INC.


                                      By: /s/ Daniel G. Stevens
                                      Name:   Daniel G. Stevens
                                      Title:  Vice President and Chief Financial
                                               Officer



     The foregoing Amendment Agreement is hereby accepted as of the date first
above written.

JOHN HANCOCK LIFE INSURANCE COMPANY


By: /s/ David E. Johnson
Name:    David E. Johnson
Title:   Managing Director

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY


By: /s/ David E. Johnson
Name:    David E. Johnson
Title:   Authorized Signatory

INVESTORS PARTNER LIFE INSURANCE COMPANY


By: /s/ David E. Johnson
Name:    David E. Johnson
Title:   Authorized Signatory

COMMONWEALTH OF PENNSYLVANIA
 STATE EMPLOYEES' RETIREMENT SYSTEM
By:   John Hancock Life Insurance Company, as Investment Advisor


By: /s/ David E. Johnson
Name:    David E. Johnson
Title:   Managing Director

JOHN HANCOCK LIFE INSURANCE COMPANY
(On behalf of Private Placement Separate Account 1Z)

By: /s/ David E. Johnson
Name:    David E. Johnson
Title:   Managing Director

THE NORTHERN TRUST COMPANY,
AS TRUSTEE OF THE LUCENT TECHNOLOGIES INC. MASTER PENSION TRUST
By:   John Hancock Life Insurance Company, as Investment Manager

By: /s/ David E. Johnson
Name:    David E. Johnson
Title:   Managing Director



SIGNATURE 4 LIMITED
By:   John Hancock Life Insurance Company, Portfolio Advisor


By: /s/ David E. Johnson
Name:    David E. Johnson

Title:   Authorized John Hancock Officer

SIGNATURE 1A (CAYMAN), LTD.
By:   John Hancock Life Insurance Company, Portfolio Advisor


By: /s/ David E. Johnson
Name:    David E. Johnson
Title:   Authorized John Hancock Officer

MELLON BANK, N.A., solely in its capacity as
Trustee for the BELL ATLANTIC MASTER
TRUST, (as directed by John Hancock Financial
Services, Inc.), and not in its individual capacity


By: /s/ Bernadette Rist
Name:    Bernadette Rist
Title:   Authorized Signatory

MELLON BANK, N. A., solely in its capacity as
Trustee for the LONG-TERM INVESTMENT
TRUST, (as directed by John Hancock Financial
Services, Inc.), and not in its individual capacity


By: /s/ Bernadette Rist
Name:    Bernadette Rist
Title:   Authorized Signatory

CAPE FEAR FARM CREDIT, ACA


By: /s/ Randy T. Pope
Name:    Randy T. Pope
Title:   Vice President

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY
By:   AIG Global Investment Corp., Investment Adviser


By: /s/ Lochlan O. McNew
Name:    Lochlan O. McNew
Title:   Vice President



     The undersigned consent to the Amendments effected by the foregoing
Amendment Agreement.

CODDLE ROASTED MEATS, INC.
GWALTNEY OF SMITHFIELD, LTD.
HANCOCK'S OLD FASHIONED COUNTRY HAM, INC.
IOWA QUALITY MEATS, LTD.
JOHN MORRELL & CO.
LYKES MEAT GROUP, INC.
MOYER PACKING COMPANY
NORTH SIDE FOODS CORP.
PACKERLAND HOLDINGS, INC.
PACKERLAND PROCESSING COMPANY, INC.
PACKERLAND-PLAINWELL, INC. (f/k/a Murco Foods, Inc.)
PATRICK CUDAHY INCORPORATED
PREMIUM PORK, INC.
QUIK-TO-FIX FOODS, INC.
SFFC, INC.
SMITHFIELD PURCHASE CORPORATION (successor by merger to Carroll's Realty, Inc.)
STADLER'S COUNTRY HAMS, INC.
SUN LAND BEEF COMPANY
SUNNYLAND, INC.
THE SMITHFIELD COMPANIES, INC.
THE SMITHFIELD PACKING COMPANY INCORPORATED

MURPHY-BROWN LLC
By:   John Morrell & Co., as sole member

MURPHY FARMS LLC
QUARTER M FARMS LLC
CARROLL'S FOODS OF VIRGINIA LLC
CARROLL'S FOODS LLC
CIRCLE FOUR LLC
CENTRAL PLAINS FARMS LLC
BROWN'S OF CAROLINA LLC
By:   Murphy-Brown LLC, as sole member
By:   John Morrell & Co., as sole member

BROWN'S FARMS, LLC
By:   Brown's of Carolina LLC, as sole member
By:   Murphy-Brown LLC, as sole member
By:   John Morrell & Co., as sole member

CARROLL'S REALTY PARTNERSHIP
By:   Smithfield Purchase Corporation, as general partner

SMITHFIELD PACKING REAL ESTATE, LLC
By:   The Smithfield Packing Company Incorporated, as sole member

GREAT LAKES CATTLE CREDIT COMPANY, LLC
By:   Packerland Holdings, Inc., as sole member



SMITHFIELD-CARROLL'S FARMS
By:     Smithfield Purchase Corporation, as general partner

BROWN'S REALTY PARTNERSHIP
By:     Brown's Farms, LLC, its partner
By:     Brown's of Carolina LLC, its sole member and manager
By:     Murphy-Brown LLC, its sole member and manager
By:     John Morrell & Co., as sole member and
By:     Smithfield Purchase Corporation, its partner

SMITHFIELD PACKING REALTY PARTNERSHIP
By:     Smithfield Packing Real Estate, LLC, its partner
By:     The Smithfield Packing Company, Incorporated, its sole member and
        manager and
By:     Smithfield Purchase Corporation, its partner


By: /s/ Daniel G. Stevens
Name:    Daniel G. Stevens
Title:   Vice President



                                     ANNEX 1

                      CURRENT HOLDERS AND PRINCIPAL AMOUNTS



- ------------------------------------------------------------------------------------------------------------------
                                                        Aggregate       Aggregate       Aggregate       Aggregate
                                                        Principal       Principal       Principal       Principal
Name of Current Holder                                  Amount of       Amount of       Amount of       Amount of
                                                         Series I        Series J        Series K        Series L
                                                       Notes Held      Notes Held      Notes Held      Notes Held
- ------------------------------------------------------------------------------------------------------------------
                                                                                          
John Hancock Life Insurance Company                  $         -0-    $        -0-    $15,500,000     $15,000,000
- ------------------------------------------------------------------------------------------------------------------
John Hancock Variable Life Insurance Company         $         -0-    $        -0-    $ 1,000,000     $ 1,000,000
- ------------------------------------------------------------------------------------------------------------------
Investors Partner Life Insurance Company             $         -0-    $        -0-    $   500,000     $   500,000
- ------------------------------------------------------------------------------------------------------------------
Commonwealth of Pennsylvania State Employees'        $         -0-    $        -0-    $ 2,000,000     $ 1,000,000
Retirement System
- ------------------------------------------------------------------------------------------------------------------
John Hancock Life Insurance Company (Private         $         -0-    $        -0-    $ 1,000,000     $ 1,000,000
Placement Separate Account 1Z)
- ------------------------------------------------------------------------------------------------------------------
The Northern Trust Company, as Trustee for the       $         -0-    $        -0-    $ 2,000,000     $ 1,000,000
Lucent Technologies Inc. Master Pension Trust
- ------------------------------------------------------------------------------------------------------------------
Signature 4 Limited (Merrill Lynch                   $         -0-    $        -0-    $10,000,000     $        -0-
International)
- ------------------------------------------------------------------------------------------------------------------
Signature 1A (Cayman), Ltd.                          $         -0-    $        -0-    $        -0-    $ 3,500,000
- ------------------------------------------------------------------------------------------------------------------
Mellon Bank, N.A. as Trustee for Bell Atlantic       $         -0-    $        -0-    $ 1,000,000     $ 1,000,000
Master Trust
- ------------------------------------------------------------------------------------------------------------------
Mellon Bank, N.A. as Trustee for the Long-Term       $         -0-    $        -0-    $ 2,000,000     $ 1,000,000
Investment Trust
- ------------------------------------------------------------------------------------------------------------------
The Variable Annuity Life Insurance Company          $         -0-    $        -0-    $10,000,000     $        -0-
- ------------------------------------------------------------------------------------------------------------------
American General Life Insurance Company              $         -0-    $        -0-    $ 5,000,000     $        -0-
- ------------------------------------------------------------------------------------------------------------------
Cape Fear Farm Credit, ACA                           $100,000,000     $50,000,000     $        -0-    $        -0-
- ------------------------------------------------------------------------------------------------------------------

                                           Total     $100,000,000     $50,000,000     $50,000,000     $25,000,000
- ------------------------------------------------------------------------------------------------------------------




                                                                       EXHIBIT 3

                   AMENDMENTS TO EXISTING PURCHASE AGREEMENTS

1.   Section 1.6 of the Existing Purchase Agreements is hereby amended and
     restated in its entirety to read as follows:

          1.6  Collateral; Release.

          The Notes are secured pursuant to and entitled to all of the benefits
     of the Security Documents. In the event that at any time after the Closing
     Date, except during the Suspension Period, the Company shall have obtained
     an Acceptable Rating in respect of its long-term, senior unsecured debt,
     the Company may give written notice to each holder of Notes (which notice
     shall include copies of the letters to the Company from Moody's and
     Standard & Poor's evidencing that such Acceptable Rating has been in full
     force and effect for the one hundred eighty (180) day period immediately
     preceding the date of such notice and, if such Acceptable Rating is in
     effect during the Suspension Period, for the one hundred eighty (180) day
     period following the conclusion of such Suspension Period) requesting that
     the holders of the Notes direct the Security Trustee to release the
     Collateral from the security interests created by the Security Documents on
     a date specified in such notice (the "Collateral Release Date") that is not
     less than thirty (30) days and not more than sixty (60) days after the date
     of such notice. The holders of the Notes agree to direct the Security
     Trustee to so release the Collateral, provided that the Collateral Release
     Conditions have been satisfied and the holders of the Notes and the
     Security Trustee shall have received an officer's certificate, executed by
     a Senior Officer and dated the Collateral Release Date, specifying that at
     the time of such release and after giving effect thereto, each of the
     Collateral Release Conditions are satisfied. Notwithstanding such release
     of Collateral, the provisions of Section 6.13 hereof shall continue to
     apply on and after the Collateral Release Date. For the avoidance of doubt,
     the Collateral Release Date may not occur during or within 180 days after
     the conclusion of the Suspension Period.

2.   Section 6.5 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

          6.5  Consolidated Working Capital.

          The Company shall not at any time permit Consolidated Working Capital
     to be less than Two Hundred Fifty Million Dollars ($250,000,000).

3.   Section 6.6 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

          6.6  Debt to Capitalization Ratio.

                                  Exhibit 3-1



          The Company shall not at any time permit (a) Consolidated Funded Debt
     to exceed sixty-five percent (65%) of Consolidated Total Capitalization and
     (b) Consolidated Senior Funded Debt to exceed fifty-five percent (55%) of
     the result of (i) Consolidated Total Capitalization minus (ii) Senior
     Subordinated Debt; provided that, during the Suspension Period, to the
     extent that unfunded pension liabilities as reflected on the Company's
     balance sheet would otherwise be deducted in the determination of
     Consolidated Total Capitalization or Consolidated Shareholders' Equity,
     such unfunded pension liabilities shall not be deducted in such
     determination during the Suspension Period to the extent that they
     aggregate less than One Hundred Million Dollars ($100,000,000).

4.   Section 6.7 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

     6.7. Maintenance of Funded Debt.

          (a) Consolidated Funded Debt. Except for each fiscal quarter end
     occurring during the Suspension Period, the Company shall not permit
     Consolidated Funded Debt, determined as of the end of each fiscal quarter
     of the Company, to exceed 400% of Consolidated EBITDA for the period of
     four (4) consecutive fiscal quarters of the Company ended at such time.

          (b) Consolidated Senior Funded Debt. Except for each fiscal quarter
     end occurring during the Suspension Period, the Company shall not permit
     Consolidated Senior Funded Debt, determined as of the end of each fiscal
     quarter of the Company, to exceed 320% of Consolidated EBITDA for the
     period of four (4) consecutive fiscal quarters of the Company ended at such
     time.

5.   Section 6.8 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

     6.8. Fixed Charges Coverage.

          The Company shall not at any time permit the ratio of Consolidated Net
     Income Available for Fixed Charges (calculated in respect of the period of
     eight (8) consecutive fiscal quarters of the Company then most recently
     ended) to Consolidated Fixed Charges (calculated in respect of such period)
     to be less than (a) 1.00 to 1.00 during the Suspension Period and (b) 1.50
     to 1.00 at all times after the Suspension Period.

6.   Section 6.14 of the Existing Purchase Agreements is hereby amended by
amending and restating paragraph (b) thereof in its entirety to read as follows:

          (b) Acquisitions. The Company will not, and will not permit any of its
     Subsidiaries to consummate any Acquisition or Joint Venture Investment,
     unless immediately prior to such Acquisition or Joint Venture Investment
     and after giving effect thereto, no Default or Event of Default shall have
     occurred and be continuing, and:

                                  Exhibit 3-2



               (i)  (a) such transaction is an Acquisition and such Acquisition
          (if by purchase of assets, merger or consolidation) is effected in
          such manner that the acquired business, and the related assets, are
          owned either by the Company or a Subsidiary and, if effected by merger
          or consolidation involving the Company, the Company is the continuing
          or surviving entity and, if effected by merger or consolidation
          involving a Subsidiary, the continuing or surviving entity is a
          Subsidiary; or (b) such transaction is an Acquisition and such
          Acquisition (if by purchase of stock or partner, member or other
          ownership interests) is effected in such manner so that the acquired
          entity becomes a Subsidiary; and

               (ii) such transaction is an Acquisition or a Joint Venture
          Investment and immediately after giving effect to such Acquisition or
          Joint Venture Investment (x) the Company is in compliance with
          Sections 6.4, 6.5, 6.6, 6.7, 6.8 and 6.10 (the determination of such
          compliance to be calculated on a pro forma basis, as at the end of the
          fiscal quarter most recently ended prior to the date of such
          Acquisition or Joint Venture Investment for which financial statements
          of the Company and its Subsidiaries are available, under the
          assumption that such Acquisition or Joint Venture Investment and any
          other Acquisitions or Joint Venture Investments consummated during the
          twelve-month period ending on such date shall have occurred, and any
          Debt in connection therewith shall have been incurred, at the
          beginning of the applicable period, and under the assumption that
          interest for such period had been equal to the actual weighted average
          interest rate in effect for such period for all loans outstanding
          under the Credit Facility on the date of such Acquisition or Joint
          Venture Investment) and, in the event that the aggregate amount of
          expenditures in respect of such Acquisition or Joint Venture
          Investment and of all prior Acquisitions and Joint Venture Investments
          made during a single fiscal year and not covered by a certificate
          delivered under this subclause (ii) exceeds $100,000,000, the Company
          shall have delivered to each of the holders of Notes a certificate of
          a Senior Financial Officer showing calculations in reasonable detail
          to demonstrate compliance with this subclause (ii) and certifying that
          prior to such acquisition and after giving effect thereto, no Default
          or Event of Default shall have occurred and be continuing and (y)
          during the Suspension Period, if such transaction is consummated
          before the Borrowing Base Release Date (as defined in the Credit
          Facility) and the aggregate amount of expenditures in respect of such
          Acquisition or Joint Venture Investment and of all prior Acquisitions
          and Joint Venture Investments made during a single fiscal year exceeds
          $20,000,000, then, immediately after giving effect to such Acquisition
          or Joint Venture Investment (and any borrowings under the Credit
          Facility made in connection therewith), the excess of (A) the lesser
          of the Borrowing Base (as defined in the Credit Facility) and the
          aggregate Commitments (as defined in the Credit Facility) at such time
          minus (B) the Secured Obligations Amount (as defined in the Credit
          Facility) shall not be less than $150,000,000."

7.   Section 9.1 of the Existing Purchase Agreements is hereby amended by
amending and restating the following definitions in their entirety to read as
follows:

                                  Exhibit 3-3



          Consolidated EBITDA -- means, with respect to any fiscal period, the
          sum of

               (a)  Consolidated Net Income, plus

               (b)  the aggregate amount of all interest expense, depreciation,
          amortization and income taxes,

     (to the extent, and only to the extent, that such aggregate amount was
     deducted in the computation of Consolidated Net Income), in each case
     accrued for such period by the Company, provided that, with respect to any
     period during which a Person shall have become, or ceased to be, a
     Subsidiary, or during which the Company or any Subsidiary shall have
     acquired or disposed of an On-Going Business, the calculation of
     Consolidated EBITDA shall (i) include the EBITDA for such period of each
     Person who shall have become a Subsidiary, and of each On-Going Business
     acquired by the Company or any Subsidiary, during such period as if such
     Person had been a Subsidiary or such On-Going Business had been owned by
     the Company or a Subsidiary for the entire period, or (ii) exclude the
     EBITDA for such period of each Person who shall have ceased to be a
     Subsidiary, and of each On-Going Business disposed of by the Company or any
     Subsidiary, at any time after the beginning of such period as if such
     Person had not been a Subsidiary at any time during the entire period or
     such On-Going Business had not been owned or operated by the Company or any
     Subsidiary at any time during such period. As used in this definition,
     EBITDA with respect to any Person or On-Going Business for any period shall
     mean, the net income (after income taxes) of such Person or On-Going
     Business for such period, determined in accordance with GAAP plus, to the
     extent deducted in calculating such net income, amounts attributable to
     interest, income taxes, depreciation and amortization.

          Incremental Margin - means one half of one percent (0.50%) at all
     times during 4FQ03 and at all other times during each other fiscal quarter
     during the Incremental Margin Period, (a) zero (0) if Consolidated Funded
     Debt at the end of the immediately preceding fiscal quarter is less than
     400% of Consolidated EBITDA for the period of four (4) consecutive fiscal
     quarters of the Company then most recently ended, (b) three quarters of one
     percent (0.75%) if Consolidated Funded Debt at the end of the immediately
     preceding fiscal quarter equal to or more than 400% but less than 450% of
     Consolidated EBITDA for the period of four (4) consecutive fiscal quarters
     of the Company then most recently ended, (c) one percent (1.00%) if
     Consolidated Funded Debt at the end of the immediately preceding fiscal
     quarter is equal to or more than 450% but less than 500% of Consolidated
     EBITDA for the period of four (4) consecutive fiscal quarters of the
     Company then most recently ended, (d) one and one quarter of one percent
     (1.25%) of Consolidated Funded Debt at the end of the immediately preceding
     fiscal quarter is equal to or more than 500% but less than 550% of
     Consolidated EBITDA for the period of four (4) consecutive fiscal quarters
     of the Company then most recently ended and (e) one and one half of one
     percent (1.50%) if Consolidated Funded Debt at the end of the immediately
     preceding fiscal quarter is equal to or more than 550% of Consolidated
     EBITDA for the period of four (4) consecutive fiscal quarters of the
     Company then most recently ended.

                                  Exhibit 3-4



          Incremental Margin Period - means 4FQ03 together with the period from
     the start of IFQ04 to and including the end of 2FQ05.

8.   Section 9.1 of the Existing Purchase Agreements is hereby amended by adding
the following new definitions in the appropriate alphabetical order to read as
follows:

          4FQ04 - means the fiscal quarter of the Company ending on April 25,
          2004.

          1FQ05 - means the fiscal quarter of the Company ending on July 25,
          2004.

          2FQ05 - means the fiscal quarter of the Company ending on October 31,
          2004.

          Acquisition - means any transaction, or any series of related
     transactions, consummated after the Amendment No. 3 Effective Date, by
     which the Company or any of its Subsidiaries (a) acquires any On-Going
     Business or all or substantially all of the assets of any Person, whether
     through purchase of assets, merger or otherwise, (b) directly or indirectly
     acquires control of at least a majority (in number of votes) of the
     securities of a corporation that have ordinary voting power for the
     election of directors or (c) directly or indirectly acquires control of at
     least a majority of the partner, member or other ownership interests of any
     Person that is not a corporation.

          Amendment No. 3 Effective Date - means the "Effective Date" as defined
     in that certain Amendment Agreement No. 3 dated as of April 4, 2003 among
     the Company and each of the holders of the Notes party thereto and
     consented to by each of the Guarantors.

          Joint Venture Investment - means any Investment by the Company or any
     of its Subsidiaries as a joint venturer or partner in, or lender to, any
     other Person (other than a Subsidiary) principally engaged in a business in
     which the Company and its Subsidiaries are permitted by Section 6.18 to be
     engaged.

          On-Going Business - means a distinct operating business, whether
     operated as a division of a larger business operation or operated
     independently, which regardless of the form of legal entity owns or
     operates the assets and has the liabilities, of such business.

          Suspension Period - means the period from the start of 4FQ03 to and
     including the end of 1FQ05.

9.   Section 9.1 of the Existing Purchase Agreements is hereby amended by
deleting the following definitions from such Section: "3FQ03", "Applicable
Funded Debt Percentage", "Applicable Senior Funded Debt Percentage", "New Debt
Step Up" and "Unsecured Debt".

                                  Exhibit 3-5

EX-10.3

                                                                    EXHIBIT 10.3

                             SMITHFIELD FOODS, INC.

                            AMENDMENT AGREEMENT NO. 3

                                                             As of April 4, 2003

To each of the Current Holders
listed in Annex 1 attached hereto

Ladies and Gentlemen:

     Smithfield Foods, Inc., a Virginia corporation (together with its
respective successors and assigns, the "Issuer") agrees with you as follows:

1.   PRELIMINARY STATEMENTS.

     The Issuer issued and sold:

          (a) Seventy-Five Million Dollars ($75,000,000) in aggregate principal
     amount of its 8.25% Series M Senior Secured Notes due March 2, 2006 (as
     they may be amended, restated or otherwise modified from time to time, the
     "Notes"); and

          (b) Twenty-Five Million Dollars ($25,000,000) in aggregate principal
     amount of its LIBOR Rate Series N Senior Secured Notes due March 2, 2002
     (as they may be amended, restated or otherwise modified from time to time,
     the "Series N Notes");

pursuant to those separate Note Purchase Agreements each dated as of June 2,
2000 between the Issuer and the purchasers named in Annex 1 thereto (as amended
by that certain Amendment Agreement No. 1, dated as of December 7, 2001, and
that certain Amendment Agreement No. 2, dated as of December 31, 2002, each
among the Issuer and the other parties listed on the signature pages thereto,
the "Existing Purchase Agreements"). The register kept by the Issuer for the
registration and transfer of the Notes indicates that each of the Persons named
in Annex 1 hereto (collectively, the "Current Holders") is currently a holder of
the original aggregate principal amount of the Notes indicated in such Annex.
The Series N Notes became due and all then outstanding principal and interest
thereon was paid in full on March 2, 2002.

2.   DEFINED TERMS.

     Capitalized terms used herein and not otherwise defined herein have the
meanings ascribed to them in the Existing Purchase Agreements.

3.   AMENDMENTS TO EXISTING PURCHASE AGREEMENTS.



     Subject to Section 5, the Current Holders and the Issuer hereby agree to
each of the amendments to the Existing Purchase Agreements as provided for by
this Amendment Agreement No. 3 (this "Amendment Agreement") in the manner
specified in Exhibit 3 hereto. Such amendments are referred to herein,
collectively, as the "Amendments".

4.   REPRESENTATIONS AND WARRANTIES OF THE ISSUER.

     To induce you to enter into this Amendment Agreement and to consent to the
Amendments, the Issuer represents and warrants as follows:

     4.1. Material Adverse Effect.

     Since the date of the last audited consolidated financial statements of the
Issuer delivered to each of the Current Holders, no event has occurred or
condition exists which has had, or could reasonably be expected to have, a
Material Adverse Effect.

     4.2. Organization, Power and Authority, etc.

     The Issuer is duly organized and validly existing under the laws of its
jurisdiction of organization and has all requisite corporate power and authority
to enter into and perform its obligations under this Amendment Agreement.

     4.3. Legal Validity.

     The execution and delivery of this Amendment Agreement by the Issuer and
compliance by the Issuer with its obligations hereunder: (a) are within the
corporate powers of the Issuer; and (b) are legal and do not conflict with,
result in any breach of, constitute a default under, or result in the creation
of any Lien upon any Property of the Issuer under the provisions of: (i) any
charter instrument or bylaw to which the Issuer is a party or by which the
Issuer or any of its Property may be bound; (ii) any order, judgment, decree or
ruling of any court, arbitrator or governmental authority applicable to the
Issuer or its Property; or (iii) any agreement or instrument to which the Issuer
is a party or by which the Issuer or any of its Property may be bound or any
statute or other rule or regulation of any governmental authority applicable to
the Issuer or its Property, except where such conflict, breach or default could
not reasonably be expected to have a Material Adverse Effect.

     This Amendment Agreement has been duly authorized by all necessary action
on the part of the Issuer, has been executed and delivered by a duly authorized
officer of the Issuer, and constitutes a legal, valid and binding obligation of
the Issuer, enforceable in accordance with its terms, except that enforceability
may be limited by applicable bankruptcy, reorganization, arrangement,
insolvency, moratorium, or other similar laws affecting the enforceability of
creditors' rights generally and subject to the availability of equitable
remedies.

     4.4. No Defaults.

     Immediately prior to and after giving effect to the Amendments set forth in
this Amendment Agreement, no Default or Event of Default will exist.

                                        2



5.   EFFECTIVENESS OF AMENDMENTS.

     The Amendments shall become effective as of the first date written above
(the "Effective Date"), if at all, at such time as all of the Current Holders
shall have indicated their written consent to the Amendments by executing and
delivering the applicable counterparts of this Amendment Agreement. It is
understood that any Current Holder may withhold its consent for any reason, and
that, without limitation of the foregoing, each Current Holder hereby makes the
granting of its consent contingent upon satisfaction of the following
conditions:

     5.1. Amendment to Credit Facility.

     Each Current Holder shall have received true and correct copies of the
fully executed amendment (the "Credit Facility Amendment") to the Credit
Facility substantially in the form of Exhibit 5.1 hereto;

     5.2. Amendment of Other Note Agreements.

     Each Current Holder shall have received true and correct copies of the
fully executed amendments (collectively, the "Other Purchase Agreement
Amendments") to those certain separate Note Purchase Agreements, dated as of
March 1, 2002, between the Issuer and each of the purchasers listed on Annex 1
thereto, those certain separate Amended and Restated Note Purchase Agreements,
dated as of October 31, 1999 between the Issuer and each of the noteholders
listed on Annex 1 thereto, and those certain separate Note Purchase Agreements,
dated as of October 27, 1999, between the Issuer and each of the purchasers
listed on Annex 1 thereto. Each such amendment shall be substantially in the
form of this Amendment Agreement;

     5.3. Opinion of Counsel.

     The Current Holders shall have received from special counsel to the Issuer,
a closing opinion, dated as of the Effective Date, and in form and substance
satisfactory to the Current Holders. This Section 5.3 shall constitute direction
by the Issuer to such counsel to deliver such closing opinion to the Current
Holders;

     5.4. Amendment Fee.

     The fee to be paid to the Current Holders pursuant to Section 7 of this
Amendment Agreement shall have been paid in full; and

     5.5. Expenses.

     The payment of the expenses to be paid on behalf of the Current Holders
pursuant to Section 8 of this Amendment Agreement (to the extent a statement
therefore has been presented to the Issuer on or prior to the Effective Date)
shall have been paid in full.

6.   CONSENT.

                                        3



     The Current Holders hereby consent to the execution and delivery of the
Credit Facility Amendment and the Other Purchase Agreement Amendments to the
extent that such consent is required under the terms of the Financing Documents.

7.   AMENDMENT FEE.

     In consideration of the execution and delivery by the Current Holders of
this Amendment Agreement and the consent by the Current Holders to the
Amendments, on or prior to the Effective Date, the Issuer shall have paid to
each of the Current Holders a fee in an amount equal to 0.15% of the aggregate
outstanding principal amount of the Notes held by such Current Holder on March
31, 2003, in the manner and to the accounts specified in the Existing Purchase
Agreements.

8.   EXPENSES.

     Whether or not the Amendments become effective, the Issuer will promptly
(and in any event within thirty (30) days of receiving any statement or invoice
therefor) pay all fees, expenses and costs relating to this Amendment Agreement,
including, but not limited to, the reasonable fees of your special counsel,
Bingham McCutchen LLP, incurred in connection with the preparation, negotiation
and delivery of this Amendment Agreement and any other documents related
thereto. Nothing in this Section 8 shall limit the Issuer's obligations pursuant
to Section 1.5 of the Existing Purchase Agreements.

9.   MISCELLANEOUS.

     9.1. Part of Existing Purchase Agreements; Future References, etc.

     This Amendment Agreement shall be construed in connection with and as a
part of the Existing Purchase Agreements and, except as expressly amended by
this Amendment Agreement, all terms, conditions and covenants contained in the
Existing Purchase Agreements are hereby ratified and shall be and remain in full
force and effect. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Amendment Agreement may refer to the Existing Purchase Agreements without making
specific reference to this Amendment Agreement, but nevertheless all such
references shall include this Amendment Agreement unless the context otherwise
requires.

     9.2. Counterparts.

     This Amendment Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute
one instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.
Delivery of a facsimile of an executed signature page hereto shall be effective
as delivery of an original.

     9.3. Governing Law.

     THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE PARTIES SHALL

                                        4



BE GOVERNED BY, THE LAW OF THE COMMONWEALTH OF VIRGINIA EXCLUDING CHOICE-OF-LAW
PRINCIPLES OF THE LAW OF SUCH COMMONWEALTH THAT WOULD REQUIRE THE APPLICATION OF
THE LAWS OF A JURISDICTION OTHER THAN SUCH COMMONWEALTH.

   [Remainder of page intentionally left blank. Next page is signature page.]

                                        5



     If you are in agreement with the foregoing, please so indicate by signing
the acceptance below on the accompanying counterpart of this agreement and
returning it to the Issuer, whereupon it will become a binding agreement among
you and the Issuer.

                                           SMITHFIELD FOODS, INC.

                                           By: /s/ Daniel G. Stevens
                                           Name:   Daniel G. Stevens
                                           Title:  Vice President and Chief
                                                    Financial Officer



     The foregoing Amendment Agreement is hereby accepted as of the date first
above written.

JOHN HANCOCK LIFE INSURANCE COMPANY

By: /s/ David E. Johnson
Name:  David E. Johnson
Title: Managing Director

LUCENT TECHNOLOGIES, INC. MASTER PENSION TRUST
By:  John Hancock Life Insurance Company, as Investment Advisor

By: /s/ David E. Johnson
Name:  David E. Johnson
Title: Managing Director

INVESTORS PARTNER LIFE INSURANCE COMPANY

By: /s/ David E. Johnson
Name:  David E. Johnson
Title: Authorized Signatory

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

By: /s/ David E. Johnson
Name:  David E. Johnson
Title: Authorized Signatory

MELLON BANK, N. A., solely in its capacity as
Trustee for the LONG-TERM INVESTMENT
TRUST, (as directed by John Hancock Financial
Services, Inc.), and not in its individual capacity

By: /s/ Bernadette Rist
Name:  Bernadette Rist
Title: Authorized Signatory



     The undersigned consent to the Amendments effected by the foregoing
Amendment Agreement.

CODDLE ROASTED MEATS, INC.
GWALTNEY OF SMITHFIELD, LTD.
HANCOCK'S OLD FASHIONED COUNTRY HAM, INC.
IOWA QUALITY MEATS, LTD.
JOHN MORRELL & CO.
LYKES MEAT GROUP, INC.
MOYER PACKING COMPANY
NORTH SIDE FOODS CORP.
PACKERLAND HOLDINGS, INC.
PACKERLAND PROCESSING COMPANY, INC.
PACKERLAND-PLAINWELL, INC. (f/k/a Murco Foods, Inc.)
PATRICK CUDAHY INCORPORATED
PREMIUM PORK, INC.
QUIK-TO-FIX FOODS, INC.
SFFC, INC.
SMITHFIELD PURCHASE CORPORATION (successor by merger to Carroll's Realty, Inc.)
STADLER'S COUNTRY HAMS, INC.
SUN LAND BEEF COMPANY
SUNNYLAND, INC.
THE SMITHFIELD COMPANIES, INC.
THE SMITHFIELD PACKING COMPANY INCORPORATED

MURPHY-BROWN LLC
By:  John Morrell & Co., as sole member

MURPHY FARMS LLC
QUARTER M FARMS LLC
CARROLL'S FOODS OF VIRGINIA LLC
CARROLL'S FOODS LLC
CIRCLE FOUR LLC
CENTRAL PLAINS FARMS LLC
BROWN'S OF CAROLINA LLC
By:  Murphy-Brown LLC, as sole member
By:  John Morrell & Co., as sole member

BROWN'S FARMS, LLC
By:  Brown's of Carolina LLC, as sole member
By:  Murphy-Brown LLC, as sole member
By:  John Morrell & Co., as sole member

CARROLL'S REALTY PARTNERSHIP
By:  Smithfield Purchase Corporation, as general partner

SMITHFIELD PACKING REAL ESTATE, LLC
By:  The Smithfield Packing Company Incorporated, as sole member

GREAT LAKES CATTLE CREDIT COMPANY, LLC
By:  Packerland Holdings, Inc., as sole member



SMITHFIELD-CARROLL'S FARMS
By:  Smithfield Purchase Corporation, as general partner

BROWN'S REALTY PARTNERSHIP
By:  Brown's Farms, LLC, its partner
By:  Brown's of Carolina LLC, its sole member and manager
By:  Murphy-Brown LLC, its sole member and manager
By:  John Morrell & Co., as sole member
     and
By:  Smithfield Purchase Corporation, its partner

SMITHFIELD PACKING REALTY PARTNERSHIP
By:  Smithfield Packing Real Estate, LLC, its partner
By:  The Smithfield Packing Company, Incorporated, its sole member and manager
     and
By:  Smithfield Purchase Corporation, its partner


By: /s/ Daniel G. Stevens
Name:  Daniel G. Stevens
Title: Vice President



                                     ANNEX 1

                      CURRENT HOLDERS AND PRINCIPAL AMOUNTS

- --------------------------------------------------------------------------------
                                                             Aggregate Principal
Name of Current Holder                                      Amount of Notes Held
- --------------------------------------------------------------------------------
John Hancock Life Insurance Company                                 $66,500,000
- --------------------------------------------------------------------------------
Lucent Technologies, Inc. Master Pension Trust                      $ 3,000,000
- --------------------------------------------------------------------------------
Investors Partner Life Insurance Company                            $ 1,000,000
- --------------------------------------------------------------------------------
John Hancock Variable Life Insurance Company                        $ 2,500,000
- --------------------------------------------------------------------------------
Mellon Bank, N.A., Trustee under the Long-Term Investment
Trust dated October 1, 1996                                         $ 2,000,000
- --------------------------------------------------------------------------------

                                    Annex 1-1



                                                                       EXHIBIT 3

                   AMENDMENTS TO EXISTING PURCHASE AGREEMENTS

1.   Section 1.6 of the Existing Purchase Agreements is hereby amended and
     restated in its entirety to read as follows:

          1.6  Collateral; Release.

          The Notes are secured pursuant to and entitled to all of the benefits
     of the Security Documents. In the event that at any time after the Closing
     Date, except during the Suspension Period, the Company shall have obtained
     an Acceptable Rating in respect of its long-term, senior unsecured debt,
     the Company may give written notice to each holder of Notes (which notice
     shall include copies of the letters to the Company from Moody's and
     Standard & Poor's evidencing that such Acceptable Rating has been in full
     force and effect for the one hundred eighty (180) day period immediately
     preceding the date of such notice and, if such Acceptable Rating is in
     effect during the Suspension Period, for the one hundred eighty (180) day
     period following the conclusion of such Suspension Period) requesting that
     the holders of the Notes direct the Security Trustee to release the
     Collateral from the security interests created by the Security Documents on
     a date specified in such notice (the "Collateral Release Date") that is not
     less than thirty (30) days and not more than sixty (60) days after the date
     of such notice. The holders of the Notes agree to direct the Security
     Trustee to so release the Collateral, provided that the Collateral Release
     Conditions have been satisfied and the holders of the Notes and the
     Security Trustee shall have received an officer's certificate, executed by
     a Senior Officer and dated the Collateral Release Date, specifying that at
     the time of such release and after giving effect thereto, each of the
     Collateral Release Conditions are satisfied. Notwithstanding such release
     of Collateral, the provisions of Section 6.13 hereof shall continue to
     apply on and after the Collateral Release Date. For the avoidance of doubt,
     the Collateral Release Date may not occur during or within 180 days after
     the conclusion of the Suspension Period.

2.   Section 6.5 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

          6.5  Consolidated Working Capital.

          The Company shall not at any time permit Consolidated Working Capital
     to be less than Two Hundred Fifty Million Dollars ($250,000,000).

3.   Section 6.6 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

          6.6  Debt to Capitalization Ratio.

                                   Exhibit 3-1



          The Company shall not at any time permit (a) Consolidated Funded Debt
     to exceed sixty-five percent (65%) of Consolidated Total Capitalization and
     (b) Consolidated Senior Funded Debt to exceed fifty-five percent (55%) of
     the result of (i) Consolidated Total Capitalization minus (ii) Senior
     Subordinated Debt; provided that, during the Suspension Period, to the
     extent that unfunded pension liabilities as reflected on the Company's
     balance sheet would otherwise be deducted in the determination of
     Consolidated Total Capitalization or Consolidated Shareholders' Equity,
     such unfunded pension liabilities shall not be deducted in such
     determination during the Suspension Period to the extent that they
     aggregate less than One Hundred Million Dollars ($100,000,000).

4.   Section 6.7 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

     6.7. Maintenance of Funded Debt.

          (a)  Consolidated Funded Debt. Except for each fiscal quarter end
     occurring during the Suspension Period, the Company shall not permit
     Consolidated Funded Debt, determined as of the end of each fiscal quarter
     of the Company, to exceed 400% of Consolidated EBITDA for the period of
     four (4) consecutive fiscal quarters of the Company ended at such time.

          (b)  Consolidated Senior Funded Debt. Except for each fiscal quarter
     end occurring during the Suspension Period, the Company shall not permit
     Consolidated Senior Funded Debt, determined as of the end of each fiscal
     quarter of the Company, to exceed 320% of Consolidated EBITDA for the
     period of four (4) consecutive fiscal quarters of the Company ended at such
     time.

5.   Section 6.8 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

     6.8. Fixed Charges Coverage.

          The Company shall not at any time permit the ratio of Consolidated Net
     Income Available for Fixed Charges (calculated in respect of the period of
     eight (8) consecutive fiscal quarters of the Company then most recently
     ended) to Consolidated Fixed Charges (calculated in respect of such period)
     to be less than (a) 1.00 to 1.00 during the Suspension Period and (b) 1.50
     to 1.00 at all times after the Suspension Period.

6.   Section 6.14 of the Existing Purchase Agreements is hereby amended by
amending and restating paragraph (b) thereof in its entirety to read as follows:

          (b)  Acquisitions. The Company will not, and will not permit any of
     its Subsidiaries to consummate any Acquisition or Joint Venture Investment,
     unless immediately prior to such Acquisition or Joint Venture Investment
     and after giving effect thereto, no Default or Event of Default shall have
     occurred and be continuing, and:

                                   Exhibit 3-2



               (i)  (a) such transaction is an Acquisition and such Acquisition
          (if by purchase of assets, merger or consolidation) is effected in
          such manner that the acquired business, and the related assets, are
          owned either by the Company or a Subsidiary and, if effected by merger
          or consolidation involving the Company, the Company is the continuing
          or surviving entity and, if effected by merger or consolidation
          involving a Subsidiary, the continuing or surviving entity is a
          Subsidiary; or (b) such transaction is an Acquisition and such
          Acquisition (if by purchase of stock or partner, member or other
          ownership interests) is effected in such manner so that the acquired
          entity becomes a Subsidiary; and

               (ii) such transaction is an Acquisition or a Joint Venture
          Investment and immediately after giving effect to such Acquisition or
          Joint Venture Investment (x) the Company is in compliance with
          Sections 6.4, 6.5, 6.6, 6.7, 6.8 and 6.10 (the determination of such
          compliance to be calculated on a pro forma basis, as at the end of the
          fiscal quarter most recently ended prior to the date of such
          Acquisition or Joint Venture Investment for which financial statements
          of the Company and its Subsidiaries are available, under the
          assumption that such Acquisition or Joint Venture Investment and any
          other Acquisitions or Joint Venture Investments consummated during the
          twelve-month period ending on such date shall have occurred, and any
          Debt in connection therewith shall have been incurred, at the
          beginning of the applicable period, and under the assumption that
          interest for such period had been equal to the actual weighted average
          interest rate in effect for such period for all loans outstanding
          under the Credit Facility on the date of such Acquisition or Joint
          Venture Investment) and, in the event that the aggregate amount of
          expenditures in respect of such Acquisition or Joint Venture
          Investment and of all prior Acquisitions and Joint Venture Investments
          made during a single fiscal year and not covered by a certificate
          delivered under this subclause (ii) exceeds $100,000,000, the Company
          shall have delivered to each of the holders of Notes a certificate of
          a Senior Financial Officer showing calculations in reasonable detail
          to demonstrate compliance with this subclause (ii) and certifying that
          prior to such acquisition and after giving effect thereto, no Default
          or Event of Default shall have occurred and be continuing and (y)
          during the Suspension Period, if such transaction is consummated
          before the Borrowing Base Release Date (as defined in the Credit
          Facility) and the aggregate amount of expenditures in respect of such
          Acquisition or Joint Venture Investment and of all prior Acquisitions
          and Joint Venture Investments made during a single fiscal year exceeds
          $20,000,000, then, immediately after giving effect to such Acquisition
          or Joint Venture Investment (and any borrowings under the Credit
          Facility made in connection therewith), the excess of (A) the lesser
          of the Borrowing Base (as defined in the Credit Facility) and the
          aggregate Commitments (as defined in the Credit Facility) at such time
          minus (B) the Secured Obligations Amount (as defined in the Credit
          Facility) shall not be less than $150,000,000."

7.   Section 9.1 of the Existing Purchase Agreements is hereby amended by
amending and restating the following definitions in their entirety to read as
follows:

                                   Exhibit 3-3



          Consolidated EBITDA -- means, with respect to any fiscal period, the
sum of

               (a)  Consolidated Net Income, plus

               (b)  the aggregate amount of all interest expense, depreciation,
          amortization and income taxes,

     (to the extent, and only to the extent, that such aggregate amount was
     deducted in the computation of Consolidated Net Income), in each case
     accrued for such period by the Company, provided that, with respect to any
     period during which a Person shall have become, or ceased to be, a
     Subsidiary, or during which the Company or any Subsidiary shall have
     acquired or disposed of an On-Going Business, the calculation of
     Consolidated EBITDA shall (i) include the EBITDA for such period of each
     Person who shall have become a Subsidiary, and of each On-Going Business
     acquired by the Company or any Subsidiary, during such period as if such
     Person had been a Subsidiary or such On-Going Business had been owned by
     the Company or a Subsidiary for the entire period, or (ii) exclude the
     EBITDA for such period of each Person who shall have ceased to be a
     Subsidiary, and of each On-Going Business disposed of by the Company or any
     Subsidiary, at any time after the beginning of such period as if such
     Person had not been a Subsidiary at any time during the entire period or
     such On-Going Business had not been owned or operated by the Company or any
     Subsidiary at any time during such period. As used in this definition,
     EBITDA with respect to any Person or On-Going Business for any period shall
     mean, the net income (after income taxes) of such Person or On-Going
     Business for such period, determined in accordance with GAAP plus, to the
     extent deducted in calculating such net income, amounts attributable to
     interest, income taxes, depreciation and amortization.

          Incremental Margin - means one half of one percent (0.50%) at all
     times during 4FQ03 and at all other times during each other fiscal quarter
     during the Incremental Margin Period, (a) zero (0) if Consolidated Funded
     Debt at the end of the immediately preceding fiscal quarter is less than
     400% of Consolidated EBITDA for the period of four (4) consecutive fiscal
     quarters of the Company then most recently ended, (b) three quarters of one
     percent (0.75%) if Consolidated Funded Debt at the end of the immediately
     preceding fiscal quarter equal to or more than 400% but less than 450% of
     Consolidated EBITDA for the period of four (4) consecutive fiscal quarters
     of the Company then most recently ended, (c) one percent (1.00%) if
     Consolidated Funded Debt at the end of the immediately preceding fiscal
     quarter is equal to or more than 450% but less than 500% of Consolidated
     EBITDA for the period of four (4) consecutive fiscal quarters of the
     Company then most recently ended, (d) one and one quarter of one percent
     (1.25%) of Consolidated Funded Debt at the end of the immediately preceding
     fiscal quarter is equal to or more than 500% but less than 550% of
     Consolidated EBITDA for the period of four (4) consecutive fiscal quarters
     of the Company then most recently ended and (e) one and one half of one
     percent (1.50%) if Consolidated Funded Debt at the end of the immediately
     preceding fiscal quarter is equal to or more than 550% of Consolidated
     EBITDA for the period of four (4) consecutive fiscal quarters of the
     Company then most recently ended.

                                   Exhibit 3-4



          Incremental Margin Period - means 4FQ03 together with the period from
     the start of IFQ04 to and including the end of 2FQ05.

8.   Section 9.1 of the Existing Purchase Agreements is hereby amended by adding
the following new definitions in the appropriate alphabetical order to read as
follows:

          4FQ04 - means the fiscal quarter of the Company ending on April 25,
          2004.

          1FQ05 - means the fiscal quarter of the Company ending on July 25,
          2004.

          2FQ05 - means the fiscal quarter of the Company ending on October 31,
          2004.

          Acquisition - means any transaction, or any series of related
     transactions, consummated after the Amendment No. 3 Effective Date, by
     which the Company or any of its Subsidiaries (a) acquires any On-Going
     Business or all or substantially all of the assets of any Person, whether
     through purchase of assets, merger or otherwise, (b) directly or indirectly
     acquires control of at least a majority (in number of votes) of the
     securities of a corporation that have ordinary voting power for the
     election of directors or (c) directly or indirectly acquires control of at
     least a majority of the partner, member or other ownership interests of any
     Person that is not a corporation.

          Amendment No. 3 Effective Date - means the "Effective Date" as defined
     in that certain Amendment Agreement No. 3 dated as of April 4, 2003 among
     the Company and each of the holders of the Notes party thereto and
     consented to by each of the Guarantors.

          Joint Venture Investment - means any Investment by the Company or any
     of its Subsidiaries as a joint venturer or partner in, or lender to, any
     other Person (other than a Subsidiary) principally engaged in a business in
     which the Company and its Subsidiaries are permitted by Section 6.18 to be
     engaged.

          On-Going Business - means a distinct operating business, whether
     operated as a division of a larger business operation or operated
     independently, which regardless of the form of legal entity owns or
     operates the assets and has the liabilities, of such business.

          Suspension Period - means the period from the start of 4FQ03 to and
     including the end of 1FQ05.

9.   Section 9.1 of the Existing Purchase Agreements is hereby amended by
deleting the following definitions from such Section: "3FQ03", "Applicable
Funded Debt Percentage", "Applicable Senior Funded Debt Percentage", "New Debt
Step Up" and "Unsecured Debt".

                                   Exhibit 3-5

EX-10.4

                                                                    EXHIBIT 10.4

                             SMITHFIELD FOODS, INC.

                            AMENDMENT AGREEMENT NO. 2

                                                             As of April 4, 2003

To each of the Current Holders
listed in Annex 1 attached hereto

Ladies and Gentlemen:

     Smithfield Foods, Inc., a Virginia corporation (together with its
respective successors and assigns, the "Issuer") agrees with you as follows:

1.   PRELIMINARY STATEMENTS.

     The Issuer issued and sold:

          (a)  Twenty-Five Million Dollars ($25,000,000) in aggregate principal
     amount of Reset Rate Series O 5/10 Year Senior Secured Notes (as they may
     be amended, restated or otherwise modified from time to time, the "Series O
     Notes"); and

          (b)  Thirty Million Dollars ($30,000,000) in aggregate principal
     amount of its Adjustable Rate Series P 5/10 Year Senior Secured Notes (as
     they may be amended, restated or otherwise modified from time to time, the
     "Series P Notes" and, together with the Series O Notes, collectively, the
     "Notes"),

pursuant to those separate Note Purchase Agreements each dated as of March 1,
2002 between the Issuer and the purchasers named in Annex 1 thereto (as amended
by that certain Amendment Agreement No. 2, dated as of December 31, 2002, the
"Existing Purchase Agreements"). The register kept by the Issuer for the
registration and transfer of the Notes indicates that each of the Persons named
in Annex 1 hereto (collectively, the "Current Holders") is currently a holder of
the original aggregate principal amount of the Notes indicated in such Annex.

2.   DEFINED TERMS.

     Capitalized terms used herein and not otherwise defined herein have the
meanings ascribed to them in the Existing Purchase Agreements.

3.   AMENDMENTS TO EXISTING PURCHASE AGREEMENTS.

     Subject to Section 5, the Current Holders and the Issuer hereby agree to
each of the amendments to the Existing Purchase Agreements as provided for by
this Amendment Agreement No. 2 (this "Amendment Agreement") in the manner
specified in Exhibit 3 hereto. Such amendments are referred to herein,
collectively, as the "Amendments".



4.   REPRESENTATIONS AND WARRANTIES OF THE ISSUER.

     To induce you to enter into this Amendment Agreement and to consent to the
Amendments, the Issuer represents and warrants as follows:

     4.1. Material Adverse Effect.

     Since the date of the last audited consolidated financial statements of the
Issuer delivered to each of the Current Holders, no event has occurred or
condition exists which has had, or could reasonably be expected to have, a
Material Adverse Effect.

     4.2. Organization, Power and Authority, etc.

     The Issuer is duly organized and validly existing under the laws of its
jurisdiction of organization and has all requisite corporate power and authority
to enter into and perform its obligations under this Amendment Agreement.

     4.3. Legal Validity.

     The execution and delivery of this Amendment Agreement by the Issuer and
compliance by the Issuer with its obligations hereunder: (a) are within the
corporate powers of the Issuer; and (b) are legal and do not conflict with,
result in any breach of, constitute a default under, or result in the creation
of any Lien upon any Property of the Issuer under the provisions of: (i) any
charter instrument or bylaw to which the Issuer is a party or by which the
Issuer or any of its Property may be bound; (ii) any order, judgment, decree or
ruling of any court, arbitrator or governmental authority applicable to the
Issuer or its Property; or (iii) any agreement or instrument to which the Issuer
is a party or by which the Issuer or any of its Property may be bound or any
statute or other rule or regulation of any governmental authority applicable to
the Issuer or its Property, except where such conflict, breach or default could
not reasonably be expected to have a Material Adverse Effect.

     This Amendment Agreement has been duly authorized by all necessary action
on the part of the Issuer, has been executed and delivered by a duly authorized
officer of the Issuer, and constitutes a legal, valid and binding obligation of
the Issuer, enforceable in accordance with its terms, except that enforceability
may be limited by applicable bankruptcy, reorganization, arrangement,
insolvency, moratorium, or other similar laws affecting the enforceability of
creditors' rights generally and subject to the availability of equitable
remedies.

     4.4. No Defaults.

     Immediately prior to and after giving effect to the Amendments set forth in
this Amendment Agreement, no Default or Event of Default will exist.

5.   EFFECTIVENESS OF AMENDMENTS.

     The Amendments shall become effective as of the first date written above
(the "Effective Date"), if at all, at such time as all of the Current Holders
shall have indicated their written consent to the Amendments by executing and
delivering the applicable counterparts of this

                                        2



Amendment Agreement. It is understood that any Current Holder may withhold its
consent for any reason, and that, without limitation of the foregoing, each
Current Holder hereby makes the granting of its consent contingent upon
satisfaction of the following conditions:

     5.1. Amendment to Credit Facility.

     Each Current Holder shall have received true and correct copies of the
fully executed amendment (the "Credit Facility Amendment") to the Credit
Facility substantially in the form of Exhibit 5.1 hereto;

     5.2. Amendment of Other Note Agreements.

     Each Current Holder shall have received true and correct copies of the
fully executed amendments (collectively, the "Other Purchase Agreement
Amendments") to those certain separate Note Purchase Agreements, dated as of
June 2, 2000 between the Issuer and each of the purchasers listed on Annex 1
thereto, those certain separate Amended and Restated Note Purchase Agreements,
dated as of October 31, 1999, between the Issuer and each of the noteholders
listed on Annex 1 thereto and those certain separate Note Purchase Agreements,
dated as of October 27, 1999, between the Issuer and each of the purchasers
listed on Annex 1 thereto. Each such amendment shall be substantially in the
form of this Amendment Agreement;

     5.3. Opinion of Counsel.

     The Current Holders shall have received from special counsel to the Issuer,
a closing opinion, dated as of the Effective Date, and in form and substance
satisfactory to the Current Holders. This Section 5.3 shall constitute direction
by the Issuer to such counsel to deliver such closing opinion to the Current
Holders;

     5.4. Amendment Fee.

     The fee to be paid to the Current Holders pursuant to Section 7 of this
Amendment Agreement shall have been paid in full; and

     5.5. Expenses.

     The payment of the expenses to be paid on behalf of the Current Holders
pursuant to Section 8 of this Amendment Agreement (to the extent a statement
therefore has been presented to the Issuer on or prior to the Effective Date)
shall have been paid in full.

6.   CONSENT.

     The Current Holders hereby consent to the execution and delivery of the
Credit Facility Amendment and the Other Purchase Agreement Amendments to the
extent that such consent is required under the terms of the Financing Documents.

7.   AMENDMENT FEE.

                                        3



     In consideration of the execution and delivery by the Current Holders of
this Amendment Agreement and the consent by the Current Holders to the
Amendments, on or prior to the Effective Date, the Issuer shall have paid to
each of the Current Holders a fee in an amount equal to 0.15% of the aggregate
outstanding principal amount of the Notes held by such Current Holder on March
31, 2003, in the manner and to the accounts specified in the Existing Purchase
Agreements.

8.   EXPENSES.

     Whether or not the Amendments become effective, the Issuer will promptly
(and in any event within thirty (30) days of receiving any statement or invoice
therefor) pay all fees, expenses and costs relating to this Amendment Agreement,
including, but not limited to, the reasonable fees of your special counsel,
Bingham McCutchen LLP, incurred in connection with the preparation, negotiation
and delivery of this Amendment Agreement and any other documents related
thereto. Nothing in this Section 8 shall limit the Issuer's obligations pursuant
to Section 1.5 of the Existing Purchase Agreements.

     9. MISCELLANEOUS.

     9.1. Part of Existing Purchase Agreements; Future References, etc.

     This Amendment Agreement shall be construed in connection with and as a
part of the Existing Purchase Agreements and, except as expressly amended by
this Amendment Agreement, all terms, conditions and covenants contained in the
Existing Purchase Agreements are hereby ratified and shall be and remain in full
force and effect. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Amendment Agreement may refer to the Existing Purchase Agreements without making
specific reference to this Amendment Agreement, but nevertheless all such
references shall include this Amendment Agreement unless the context otherwise
requires.

     9.2. Counterparts.

     This Amendment Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute
one instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.
Delivery of a facsimile of an executed signature page hereto shall be effective
as delivery of an original.

     9.3. Governing Law.

     THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE
COMMONWEALTH OF VIRGINIA EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
COMMONWEALTH THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION
OTHER THAN SUCH COMMONWEALTH.

   [Remainder of page intentionally left blank. Next page is signature page.]

                                        4



     If you are in agreement with the foregoing, please so indicate by signing
the acceptance below on the accompanying counterpart of this agreement and
returning it to the Issuer, whereupon it will become a binding agreement among
you and the Issuer.

                                      SMITHFIELD FOODS, INC.

                                      By: /s/ Daniel G. Stevens
                                      Name:  Daniel G. Stevens
                                      Title: Vice President and Chief Financial
                                              Officer



     The foregoing Amendment Agreement is hereby accepted as of the date first
above written.

JOHN HANCOCK LIFE INSURANCE COMPANY


By: /s/ David E. Johnson
Name:  David E. Johnson
Title: Managing Director

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY


By: /s/ David E. Johnson
Name:  David E. Johnson
Title: Authorized Signatory

INVESTORS PARTNER LIFE INSURANCE COMPANY


By: /s/ David E. Johnson
Name:  David E. Johnson
Title: Authorized Signatory

SIGNATURE 5 L.P.
By:  John Hancock Life Insurance Company, as Portfolio Advisor


By: /s/ David E. Johnson
Name:  David E. Johnson
Title: Managing Director

COBANK, ACB


By: /s/ Kenneth L. Warlick
Name:  Kenneth L. Warlick
Title: Vice President



     The undersigned consent to the Amendments effected by the foregoing
Amendment Agreement.

CODDLE ROASTED MEATS, INC.
GWALTNEY OF SMITHFIELD, LTD.
HANCOCK'S OLD FASHIONED COUNTRY HAM, INC.
IOWA QUALITY MEATS, LTD.
JOHN MORRELL & CO.
LYKES MEAT GROUP, INC.
MOYER PACKING COMPANY
NORTH SIDE FOODS CORP.
PACKERLAND HOLDINGS, INC.
PACKERLAND PROCESSING COMPANY, INC.
PACKERLAND-PLAINWELL, INC. (f/k/a Murco Foods, Inc.)
PATRICK CUDAHY INCORPORATED
PREMIUM PORK, INC.
QUIK-TO-FIX FOODS, INC.
SFFC, INC.
SMITHFIELD PURCHASE CORPORATION (successor by merger to Carroll's Realty, Inc.)
STADLER'S COUNTRY HAMS, INC.
SUN LAND BEEF COMPANY
SUNNYLAND, INC.
THE SMITHFIELD COMPANIES, INC.
THE SMITHFIELD PACKING COMPANY INCORPORATED

MURPHY-BROWN LLC
By:  John Morrell & Co., as sole member

MURPHY FARMS LLC
QUARTER M FARMS LLC
CARROLL'S FOODS OF VIRGINIA LLC
CARROLL'S FOODS LLC
CIRCLE FOUR LLC
CENTRAL PLAINS FARMS LLC
BROWN'S OF CAROLINA LLC
By:  Murphy-Brown LLC, as sole member
By:  John Morrell & Co., as sole member

BROWN'S FARMS, LLC
By:  Brown's of Carolina LLC, as sole member
By:  Murphy-Brown LLC, as sole member
By:  John Morrell & Co., as sole member

CARROLL'S REALTY PARTNERSHIP
By:  Smithfield Purchase Corporation, as general partner

SMITHFIELD PACKING REAL ESTATE, LLC
By:  The Smithfield Packing Company Incorporated, as sole member

GREAT LAKES CATTLE CREDIT COMPANY, LLC
By:  Packerland Holdings, Inc., as sole member



SMITHFIELD-CARROLL'S FARMS
By:  Smithfield Purchase Corporation, as general partner

BROWN'S REALTY PARTNERSHIP
By:  Brown's Farms, LLC, its partner
By:  Brown's of Carolina LLC, its sole member and manager
By:  Murphy-Brown LLC, its sole member and manager
By:  John Morrell & Co., as sole member
     and
By:  Smithfield Purchase Corporation, its partner

SMITHFIELD PACKING REALTY PARTNERSHIP
By:  Smithfield Packing Real Estate, LLC, its partner
By:  The Smithfield Packing Company, Incorporated, its sole member and manager
     and
By:  Smithfield Purchase Corporation, its partner


By: /s/ Daniel G. Stevens
Name:  Daniel G. Stevens
Title: Vice President



                                     ANNEX 1

                      CURRENT HOLDERS AND PRINCIPAL AMOUNTS



- ----------------------------------------------------------------------------------------------------------
                                                              Aggregate Principal     Aggregate Principal
Name of Current Holder                                         Amount of Series O      Amount of Series P
                                                                       Notes Held              Notes Held
- ----------------------------------------------------------------------------------------------------------
                                                                                
John Hancock Life Insurance Company                                   $19,000,000         $           -0-
- ----------------------------------------------------------------------------------------------------------
John Hancock Variable Life Insurance Company                          $   750,000         $           -0-
- ----------------------------------------------------------------------------------------------------------
Investors Partner Life Insurance Company                              $   250,000         $           -0-
- ----------------------------------------------------------------------------------------------------------
Signature 5 L.P.                                                      $ 5,000,000         $           -0-
- ----------------------------------------------------------------------------------------------------------
CoBank, ACB                                                           $       -0-         $ -30,000,0000-
- ----------------------------------------------------------------------------------------------------------


                                    Annex 1-1



                                                                       EXHIBIT 3

                   AMENDMENTS TO EXISTING PURCHASE AGREEMENTS

1.   Section 1.6 of the Existing Purchase Agreements is hereby amended and
     restated in its entirety to read as follows:

          1.6  Collateral; Release.

          The Notes are secured pursuant to and entitled to all of the benefits
     of the Security Documents. In the event that at any time after the Closing
     Date, except during the Suspension Period, the Company shall have obtained
     an Acceptable Rating in respect of its long-term, senior unsecured debt,
     the Company may give written notice to each holder of Notes (which notice
     shall include copies of the letters to the Company from Moody's and
     Standard & Poor's evidencing that such Acceptable Rating has been in full
     force and effect for the one hundred eighty (180) day period immediately
     preceding the date of such notice and, if such Acceptable Rating is in
     effect during the Suspension Period, for the one hundred eighty (180) day
     period following the conclusion of such Suspension Period) requesting that
     the holders of the Notes direct the Security Trustee to release the
     Collateral from the security interests created by the Security Documents on
     a date specified in such notice (the "Collateral Release Date") that is not
     less than thirty (30) days and not more than sixty (60) days after the date
     of such notice. The holders of the Notes agree to direct the Security
     Trustee to so release the Collateral, provided that the Collateral Release
     Conditions have been satisfied and the holders of the Notes and the
     Security Trustee shall have received an officer's certificate, executed by
     a Senior Officer and dated the Collateral Release Date, specifying that at
     the time of such release and after giving effect thereto, each of the
     Collateral Release Conditions are satisfied. Notwithstanding such release
     of Collateral, the provisions of Section 6.13 hereof shall continue to
     apply on and after the Collateral Release Date. For the avoidance of doubt,
     the Collateral Release Date may not occur during or within 180 days after
     the conclusion of the Suspension Period.

2.   Section 6.5 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

          6.5  Consolidated Working Capital.

          The Company shall not at any time permit Consolidated Working Capital
     to be less than Two Hundred Fifty Million Dollars ($250,000,000).

3.   Section 6.6 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

          6.6  Debt to Capitalization Ratio.

                                   Exhibit 3-1



          The Company shall not at any time permit (a) Consolidated Funded Debt
     to exceed sixty-five percent (65%) of Consolidated Total Capitalization and
     (b) Consolidated Senior Funded Debt to exceed fifty-five percent (55%) of
     the result of (i) Consolidated Total Capitalization minus (ii) Senior
     Subordinated Debt; provided that, during the Suspension Period, to the
     extent that unfunded pension liabilities as reflected on the Company's
     balance sheet would otherwise be deducted in the determination of
     Consolidated Total Capitalization or Consolidated Shareholders' Equity,
     such unfunded pension liabilities shall not be deducted in such
     determination during the Suspension Period to the extent that they
     aggregate less than One Hundred Million Dollars ($100,000,000).

4.   Section 6.7 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

     6.7. Maintenance of Funded Debt.

          (a)  Consolidated Funded Debt. Except for each fiscal quarter end
     occurring during the Suspension Period, the Company shall not permit
     Consolidated Funded Debt, determined as of the end of each fiscal quarter
     of the Company, to exceed 400% of Consolidated EBITDA for the period of
     four (4) consecutive fiscal quarters of the Company ended at such time.

          (b)  Consolidated Senior Funded Debt. Except for each fiscal quarter
     end occurring during the Suspension Period, the Company shall not permit
     Consolidated Senior Funded Debt, determined as of the end of each fiscal
     quarter of the Company, to exceed 320% of Consolidated EBITDA for the
     period of four (4) consecutive fiscal quarters of the Company ended at such
     time.

5.   Section 6.8 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

     6.8. Fixed Charges Coverage.

          The Company shall not at any time permit the ratio of Consolidated Net
     Income Available for Fixed Charges (calculated in respect of the period of
     eight (8) consecutive fiscal quarters of the Company then most recently
     ended) to Consolidated Fixed Charges (calculated in respect of such period)
     to be less than (a) 1.00 to 1.00 during the Suspension Period and (b) 1.50
     to 1.00 at all times after the Suspension Period.

6.   Section 6.14 of the Existing Purchase Agreements is hereby amended by
amending and restating paragraph (b) thereof in its entirety to read as follows:

          (b)  Acquisitions. The Company will not, and will not permit any of
     its Subsidiaries to consummate any Acquisition or Joint Venture Investment,
     unless immediately prior to such Acquisition or Joint Venture Investment
     and after giving effect thereto, no Default or Event of Default shall have
     occurred and be continuing, and:

                                   Exhibit 3-2



               (i)  (a) such transaction is an Acquisition and such Acquisition
          (if by purchase of assets, merger or consolidation) is effected in
          such manner that the acquired business, and the related assets, are
          owned either by the Company or a Subsidiary and, if effected by merger
          or consolidation involving the Company, the Company is the continuing
          or surviving entity and, if effected by merger or consolidation
          involving a Subsidiary, the continuing or surviving entity is a
          Subsidiary; or (b) such transaction is an Acquisition and such
          Acquisition (if by purchase of stock or partner, member or other
          ownership interests) is effected in such manner so that the acquired
          entity becomes a Subsidiary; and

               (ii) such transaction is an Acquisition or a Joint Venture
          Investment and immediately after giving effect to such Acquisition or
          Joint Venture Investment (x) the Company is in compliance with
          Sections 6.4, 6.5, 6.6, 6.7, 6.8 and 6.10 (the determination of such
          compliance to be calculated on a pro forma basis, as at the end of the
          fiscal quarter most recently ended prior to the date of such
          Acquisition or Joint Venture Investment for which financial statements
          of the Company and its Subsidiaries are available, under the
          assumption that such Acquisition or Joint Venture Investment and any
          other Acquisitions or Joint Venture Investments consummated during the
          twelve-month period ending on such date shall have occurred, and any
          Debt in connection therewith shall have been incurred, at the
          beginning of the applicable period, and under the assumption that
          interest for such period had been equal to the actual weighted average
          interest rate in effect for such period for all loans outstanding
          under the Credit Facility on the date of such Acquisition or Joint
          Venture Investment) and, in the event that the aggregate amount of
          expenditures in respect of such Acquisition or Joint Venture
          Investment and of all prior Acquisitions and Joint Venture Investments
          made during a single fiscal year and not covered by a certificate
          delivered under this subclause (ii) exceeds $100,000,000, the Company
          shall have delivered to each of the holders of Notes a certificate of
          a Senior Financial Officer showing calculations in reasonable detail
          to demonstrate compliance with this subclause (ii) and certifying that
          prior to such acquisition and after giving effect thereto, no Default
          or Event of Default shall have occurred and be continuing and (y)
          during the Suspension Period, if such transaction is consummated
          before the Borrowing Base Release Date (as defined in the Credit
          Facility) and the aggregate amount of expenditures in respect of such
          Acquisition or Joint Venture Investment and of all prior Acquisitions
          and Joint Venture Investments made during a single fiscal year exceeds
          $20,000,000, then, immediately after giving effect to such Acquisition
          or Joint Venture Investment (and any borrowings under the Credit
          Facility made in connection therewith), the excess of (A) the lesser
          of the Borrowing Base (as defined in the Credit Facility) and the
          aggregate Commitments (as defined in the Credit Facility) at such time
          minus (B) the Secured Obligations Amount (as defined in the Credit
          Facility) shall not be less than $150,000,000."

7.   Section 9.1 of the Existing Purchase Agreements is hereby amended by
amending and restating the following definitions in their entirety to read as
follows:

                                   Exhibit 3-3



          Consolidated EBITDA -- means, with respect to any fiscal period, the
     sum of

               (a)  Consolidated Net Income, plus

               (b)  the aggregate amount of all interest expense, depreciation,
          amortization and income taxes,

     (to the extent, and only to the extent, that such aggregate amount was
     deducted in the computation of Consolidated Net Income), in each case
     accrued for such period by the Company, provided that, with respect to any
     period during which a Person shall have become, or ceased to be, a
     Subsidiary, or during which the Company or any Subsidiary shall have
     acquired or disposed of an On-Going Business, the calculation of
     Consolidated EBITDA shall (i) include the EBITDA for such period of each
     Person who shall have become a Subsidiary, and of each On-Going Business
     acquired by the Company or any Subsidiary, during such period as if such
     Person had been a Subsidiary or such On-Going Business had been owned by
     the Company or a Subsidiary for the entire period, or (ii) exclude the
     EBITDA for such period of each Person who shall have ceased to be a
     Subsidiary, and of each On-Going Business disposed of by the Company or any
     Subsidiary, at any time after the beginning of such period as if such
     Person had not been a Subsidiary at any time during the entire period or
     such On-Going Business had not been owned or operated by the Company or any
     Subsidiary at any time during such period. As used in this definition,
     EBITDA with respect to any Person or On-Going Business for any period shall
     mean, the net income (after income taxes) of such Person or On-Going
     Business for such period, determined in accordance with GAAP plus, to the
     extent deducted in calculating such net income, amounts attributable to
     interest, income taxes, depreciation and amortization.

          Incremental Margin - means one half of one percent (0.50%) at all
     times during 4FQ03 and at all other times during each other fiscal quarter
     during the Incremental Margin Period, (a) zero (0) if Consolidated Funded
     Debt at the end of the immediately preceding fiscal quarter is less than
     400% of Consolidated EBITDA for the period of four (4) consecutive fiscal
     quarters of the Company then most recently ended, (b) three quarters of one
     percent (0.75%) if Consolidated Funded Debt at the end of the immediately
     preceding fiscal quarter equal to or more than 400% but less than 450% of
     Consolidated EBITDA for the period of four (4) consecutive fiscal quarters
     of the Company then most recently ended, (c) one percent (1.00%) if
     Consolidated Funded Debt at the end of the immediately preceding fiscal
     quarter is equal to or more than 450% but less than 500% of Consolidated
     EBITDA for the period of four (4) consecutive fiscal quarters of the
     Company then most recently ended, (d) one and one quarter of one percent
     (1.25%) of Consolidated Funded Debt at the end of the immediately preceding
     fiscal quarter is equal to or more than 500% but less than 550% of
     Consolidated EBITDA for the period of four (4) consecutive fiscal quarters
     of the Company then most recently ended and (e) one and one half of one
     percent (1.50%) if Consolidated Funded Debt at the end of the immediately
     preceding fiscal quarter is equal to or more than 550% of Consolidated
     EBITDA for the period of four (4) consecutive fiscal quarters of the
     Company then most recently ended.

                                   Exhibit 3-4



          Incremental Margin Period - means 4FQ03 together with the period from
     the start of IFQ04 to and including the end of 2FQ05.

8.   Section 9.1 of the Existing Purchase Agreements is hereby amended by adding
the following new definitions in the appropriate alphabetical order to read as
follows:

          4FQ04 - means the fiscal quarter of the Company ending on April 25,
          2004.

          1FQ05 - means the fiscal quarter of the Company ending on July 25,
          2004.

          2FQ05 - means the fiscal quarter of the Company ending on October 31,
          2004.

          Acquisition - means any transaction, or any series of related
     transactions, consummated after the Amendment No. 3 Effective Date, by
     which the Company or any of its Subsidiaries (a) acquires any On-Going
     Business or all or substantially all of the assets of any Person, whether
     through purchase of assets, merger or otherwise, (b) directly or indirectly
     acquires control of at least a majority (in number of votes) of the
     securities of a corporation that have ordinary voting power for the
     election of directors or (c) directly or indirectly acquires control of at
     least a majority of the partner, member or other ownership interests of any
     Person that is not a corporation.

          Amendment No. 3 Effective Date - means the "Effective Date" as defined
     in that certain Amendment Agreement No. 3 dated as of April 4, 2003 among
     the Company and each of the holders of the Notes party thereto and
     consented to by each of the Guarantors.

          Joint Venture Investment - means any Investment by the Company or any
     of its Subsidiaries as a joint venturer or partner in, or lender to, any
     other Person (other than a Subsidiary) principally engaged in a business in
     which the Company and its Subsidiaries are permitted by Section 6.18 to be
     engaged.

          On-Going Business - means a distinct operating business, whether
     operated as a division of a larger business operation or operated
     independently, which regardless of the form of legal entity owns or
     operates the assets and has the liabilities, of such business.

          Suspension Period - means the period from the start of 4FQ03 to and
     including the end of 1FQ05.

9.   Section 9.1 of the Existing Purchase Agreements is hereby amended by
deleting the following definitions from such Section: "3FQ03", "Applicable
Funded Debt Percentage", "Applicable Senior Funded Debt Percentage", "New Debt
Step Up" and "Unsecured Debt".

                                   Exhibit 3-5

EX-10.5

                                                                    EXHIBIT 10.5

                                                           EXECUTION COUNTERPART

                                 AMENDMENT NO. 3

     AMENDMENT NO. 3 dated as of April 4, 2003, among SMITHFIELD FOODS, INC., a
corporation duly organized and validly existing under the laws of the State of
Virginia (the "Borrower"); each of the Subsidiaries of the Borrower identified
under the caption "SUBSIDIARY GUARANTORS" on the signature pages hereto
(individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary
Guarantors" and, together with the Borrower, the "Obligors"); the Lenders set
forth on the signature pages hereto; the New Lenders (as defined below); and
JPMORGAN CHASE BANK in its capacity as administrative agent for the lenders
currently party to the below-referenced Credit Agreement (in such capacity,
together with its successors in such capacity, the "Administrative Agent").

     The Borrower, the Subsidiary Guarantors, the lenders named therein and the
Administrative Agent are parties to a Multi-Year Credit Agreement dated as of
December 6, 2001 (as heretofore modified and supplemented and in effect on the
date hereof, the "Credit Agreement"), providing, subject to the terms and
conditions thereof, for extensions of credit to be made by said Lenders to the
Borrower in an aggregate principal or face amount not exceeding $750,000,000.

     The Borrower wishes to increase the aggregate amount of the Commitments
under the Credit Agreement and to amend the Credit Agreement in certain
respects, including to add the financial institutions identified under the
caption "New Lenders" on the signature pages hereto (collectively, the "New
Lenders") as "Lenders" under the Credit Agreement. The Lenders party hereto have
agreed to make such amendments and accordingly, the Obligors, the New Lenders,
the Lenders party hereto and the Administrative Agent, hereby agree as follows:

     Section 1. Definitions. Except as otherwise defined in this Amendment No.
3, terms defined in the Credit Agreement are used herein as defined therein.

     Section 2. Amendments to Credit Agreement. Effective as of the Amendment
No. 3 Effective Date (as defined below), the Credit Agreement shall be amended
as follows:

     2.01. References Generally. References in the Credit Agreement (including
references to the Credit Agreement as amended hereby) to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof") shall
be deemed to be references to the Credit Agreement as amended hereby. The
reference in the second paragraph of the preamble to the Credit Agreement to
"$750,000,000" shall be deemed to be a reference to "$900,000,000".

     2.02. Definitions. Section 1.01 of the Credit Agreement is hereby amended
by inserting the following new definitions in the appropriate alphabetical
locations (or, in the case



of any definition for a term that is defined in the Credit Agreement before
giving effect to this Amendment No. 3, by amending such definition to read as
set forth below):

          "Amendment No. 3 Effective Date" has the meaning specified in
     Amendment No. 3 hereto.

          "Applicable Rate" means, with respect to any ABR Loan, Eurocurrency
     Revolving Loan, Federal Funds Loan, Letters of Credit, Swingline Loan, or
     with respect to the Commitment Fees payable hereunder, for each Rate Period
     (as defined below), the respective rate per annum indicated below for Loans
     of such Type or Commitment Fees, as applicable, opposite the applicable
     Leverage Ratio (as defined below) indicated below for such Rate Period:



     ===========================================================================================
                                                       Eurodollar Loans,
                                                      Eurocurrency Loans,
                                                      Federal Funds Loans
     Leverage Ratio                  ABR Loans      and Letters of Credit       Commitment Fees
     -------------------------------------------------------------------------------------------
                                                                       
     Greater than or                  1.250%              2.250%                   0.300%
     equal to 4.25
     to 1
     -------------------------------------------------------------------------------------------
     Less than 4.25                   1.000%              2.000%                   0.275%
     to 1 and greater
     than or equal to
     3.75 to 1
     -------------------------------------------------------------------------------------------
     Less than 3.75                   0.750%              1.750%                   0.250%
     to 1 and greater
     than or equal to
     3.25 to 1
     -------------------------------------------------------------------------------------------
     Less than 3.25                   0.500%              1.500%                   0.225%
     to 1 and greater
     than or equal to
     2.75 to 1
     -------------------------------------------------------------------------------------------
     Less than 2.75                   0.250%              1.250%                   0.200%
     to 1 and greater
     than or equal to
     2.00 to 1
     -------------------------------------------------------------------------------------------
     Less than 2.00                     -0-               1.000%                   0.175%
     to 1
     ===========================================================================================


          For purposes hereof, (i) a "Rate Period" means the period commencing
     on a Rate Reset Date to but not including the immediately following Rate
     Reset Date; (ii) a "Rate Reset Date" means, with respect to any fiscal
     quarter or fiscal year, the earlier of (x) the date on which the Borrower
     delivers the certificate referred to in Section 5.01(c) (a "Compliance
     Certificate") in respect of such fiscal quarter or fiscal year, as the case
     may



          be, and (y) the date on which the Borrower is required to have
          delivered the financial statements under Section 5.01(a) or (b) in
          respect of such fiscal quarter or fiscal year, as the case may be; and
          (iii) "Leverage Ratio" means, for any Rate Period, the ratio of
          Consolidated Total Funded Debt as at the last day of the fiscal
          quarter of the Borrower ending on or most recently prior to the first
          day of such Rate Period to Consolidated EBITDA for the period of four
          fiscal quarters ending on such last day.

               Anything in this Agreement to the contrary notwithstanding, but
          subject to Section 2.12(d), the Applicable Rate shall be the
          applicable rate provided for in the table set forth above in this
          definition for periods when the Leverage Ratio is greater than 4.25 to
          1 (x) during any period when an Event of Default shall have occurred
          and be continuing or (y) if the applicable Compliance Certificate
          shall not be delivered within the time that the applicable financial
          statements are required to be delivered by Section 5.01(a) or (b), as
          the case may be (but only, in the case of this clause (y), with
          respect to the portion of such Rate Period prior to the delivery of
          such Compliance Certificate).

               "Borrowing Base" means, at any time, the sum of: (a) 75% of the
          result obtained from the following calculation: (i) the aggregate
          amount of Eligible Inventory (valued at the lower of (x) cost, on a
          first-in-first-out basis or (y) fair market value) of the Borrower and
          the Subsidiary Guarantors, determined on a consolidated basis at such
          time, plus (ii) the aggregate amount of Eligible Receivables of the
          Borrower and the Subsidiary Guarantors, determined on a consolidated
          basis at such time, in each case as reflected in the Borrowing Base
          Certificate then most recently received by the Administrative Agent
          hereunder minus (iii) reserves maintained by such Subsidiary
          Guarantors in respect of Eligible Receivables relating to discounts,
          advertising, allowances and similar items minus (b) the aggregate
          amount of outstanding checks for the purchase of Farm Products (as
          defined in the Security Agreement) drawn by the Borrower and its
          Subsidiaries that have not cleared. Standards of eligibility, reserves
          (including survivability reserves) and advance rates may be adjusted
          from time to time in the sole and reasonable judgment of the
          Administrative Agent, with any changes in such standards to become
          effective three Business Days after delivery of notice thereof by the
          Administrative Agent to the Borrower.

               "Borrowing Base Certificate" means a certificate substantially in
          the form of Exhibit G hereto signed by a Financial Officer.

               "Borrowing Base Release Date" means the date specified by the
          Borrower in a notice to the Administrative Agent (which notice shall
          be delivered not later than 5 days and not earlier than 15 days before
          such specified date) as the "Borrowing Base Release Date" for purposes
          hereof (which date will result, inter alia, (x) in the removal of the
          requirement that the Secured Obligations Amount not exceed the
          Borrowing Base and (y) in the reinstatement of the covenants set forth
          in Sections 6.12(a) and 6.12(c), and adjustments to the requirements
          of Section 6.12(b)).

               Notwithstanding the foregoing, for any such notice to be
          effective, the Borrower shall concurrently deliver a certificate of a
          Financial Officer to the effect that (i) on the



          date of the delivery of such notice, no Default shall have occurred
          and be continuing and (ii) setting forth calculations in form and
          detail satisfactory to the Administrative Agent demonstrating
          compliance with the requirements of Section 6.12 as at the last day of
          the most recent fiscal quarter of the Borrower under the assumption
          that the Borrowing Base Release Date had occurred prior to such last
          day.

               "Commitment" means, with respect to each Lender, the commitment
          of such Lender to make Revolving Loans and to acquire participations
          in Letters of Credit and Swingline Loans hereunder, expressed as an
          amount representing the maximum aggregate amount of such Lender's
          Revolving Credit Exposure hereunder, as such commitment may be (a)
          reduced from time to time pursuant to Section 2.08 and (b) reduced or
          increased from time to time pursuant to assignments by or to such
          Lender pursuant to Section 10.04 (and the "Commitment" of any Lender
          shall be deemed to include its Dollar Sub-Commitment and its
          Multicurrency Sub-Commitment, if any). The initial amount of each
          Lender's Commitment, after giving effect to Amendment No. 3 hereto, is
          set forth on Schedule 2.01 to Amendment No. 3, or in the Assignment
          and Acceptance pursuant to which such Lender shall have assumed its
          Commitment, as applicable. The initial amount of the Total Commitment
          (including the Total Dollar Sub-Commitment and the Total Multicurrency
          Sub-Commitment), after giving effect to Amendment No. 3 hereto, is
          $900,000,000.

               "Dollar Lender" means (a) on the Amendment No. 3 Effective Date,
          the Lenders having Dollar Sub-Commitments on Schedule 2.01 to
          Amendment No. 3 hereto under the heading "Dollar Lenders" and (b)
          thereafter, the Lenders from time to time holding Loans made pursuant
          to Dollar Sub-Commitments or holding Dollar Sub-Commitments, after
          giving effect to any assignments thereof permitted by Section
          10.04(b).

               "Dollar Sub-Commitment" means, as to each Dollar Lender, the
          obligation of such Dollar Lender to make Revolving Loans and to
          acquire participations in Letters of Credit hereunder, expressed as an
          amount representing the maximum aggregate amount of such Lender's
          Revolving Dollar Credit Exposure hereunder, as such commitment may be
          (a) reduced from time to time pursuant to Section 2.08 and (b) reduced
          or increased from time to time pursuant to assignments by or to such
          Lender pursuant to Section 10.04. The initial amount of each Lender's
          Dollar Sub-Commitment, after giving effect to Amendment No. 3 hereto,
          is set forth on Schedule 2.01 to Amendment No. 3 hereto, or in the
          Assignment and Acceptance pursuant to which such Lender shall have
          assumed its Dollar Sub-Commitment, as applicable. The initial
          aggregate amount of the Total Dollar Sub-Commitment, after giving
          effect to Amendment No. 3 hereto, is $860,000,000.

               "Eligible Inventory" means, as at any date with respect to any
          Person, all Inventory (i) that is owned by (and in the possession or
          under the control of) such Person as at such date, (ii) that is
          located in a jurisdiction in the United States of America, (iii) as to
          which (before the Security Termination Date) appropriate Uniform
          Commercial Code financing statements have been filed naming such
          Person as "debtor" and the Collateral Agent as "secured party", and
          over which (before the Security Termination Date) the Collateral Agent
          has a perfected security interest subject to no prior or equal Lien
          (other



          than the pari passu security interest securing the Pari Passu Debt),
          subject to Section 10.13, (iv) that meets all standards imposed by any
          governmental agency or department or division thereof having
          regulatory authority over such inventory, its use or sale, (v) for
          which such Person has made full and final payment and (vi) that is
          currently usable in the manufacturing process or saleable in the
          normal course of such Person's business without any notice to, or
          consent of, any governmental agency or department or division thereof
          (excluding however, except to the extent that the Required Lenders
          otherwise agree (x) any such Inventory that is in transit and (y) with
          respect to any specific customer or third-party processor, any such
          Inventory that has been shipped to a customer of such Person,
          including third-party processors, even if on a consignment or "sale or
          return" basis, and excluding repair and replacement parts for
          machinery and equipment). Notwithstanding anything in clause (vi) of
          the foregoing sentence to the contrary (but subject to clauses (i)
          through (v) of the foregoing sentence), Eligible Inventory shall
          include but not be limited to (x) all barrows, gilts, boars, sows,
          feeder pigs, suckling pigs, nursery pigs and commercial sows and
          boars, multiplier hogs, nucleus hogs and other hogs (collectively,
          "Hogs") and (y) all calves and steers (collectively, "Cattle"), in
          each case at the time of determination owned and being raised at
          facilities owned by such Person or at facilities subject to an
          exclusive contract with such Person (i.e., the operator of such
          facility has no similar contract with any other Person) for the
          feeding and raising of Hogs or Cattle.

               "Eligible Receivables" means, as at any date with respect to any
          Person, the aggregate amount of all accounts (as defined in the
          Uniform Commercial Code) of such Person arising from the sale by such
          Person of Inventory in the ordinary course of its business and (before
          the Security Termination Date) over which the Collateral Agent has a
          perfected security interest subject to no prior or equal Lien (other
          than the pari passu security interest securing the Pari Passu Debt),
          subject to Section 10.13, other than the following (determined without
          duplication):

                    (a) any account not payable in Dollars,

                    (b) any account that is not paid within 60 days after the
               date of the invoice for the related inventory,

                    (c) any account owing from a subsidiary or Affiliate of such
               Person,

                    (d) any account (other than an LC-Backed Receivable) owing
               from an account debtor whose principal place of business is
               located outside of the United States of America, provided that
               the aggregate amount of accounts that are not excluded from the
               definition of "Eligible Receivables" pursuant to this clause (d)
               by virtue of their constituting LC-Backed Receivables (other than
               LC-Backed Receivables the related letter of credit for which has
               been delivered to the Collateral Agent in pledge under the
               Security Agreement) may not exceed 10% of the Borrowing Base,



                    (e) any account owing from an account debtor that is
               insolvent or the subject of a bankruptcy case,

                    (f) any account that is more than 28 days past due,

                    (g) all accounts of any account debtor if more than 20% of
               the aggregate amount of the accounts owing from such account
               debtor are more than 28 days past due,

                    (h) all accounts owing from any account debtor if the
               accounts owing from such account debtor and its Affiliates at the
               time exceed 10% of all accounts then payable to the Obligors,

                    (i) any account as to which there is any unresolved dispute
               with the respective account debtor (but only to the extent of the
               amount thereof in dispute),

                    (j) any account evidenced by an instrument (as defined in
               the Uniform Commercial Code) not in the possession of the
               Collateral Agent and containing all necessary endorsements,

                    (k) any account representing an obligation for goods sold on
               consignment, approval or a sale-or-return basis or subject to any
               other repurchase, return or offset arrangement,

                    (l) any amount as to which there is an offsetting liability
               from the Borrower, any Subsidiary or any Affiliate of the
               Borrower (but only to the extent of the amount of such offsetting
               liability), and

                    (m) all amounts reserved by any Subsidiary or Affiliate of
               the Borrower related to advertising and promotional programs for
               the respective account debtor (excluding general promotional
               reserves that are not reserved on a specific account basis).

               "LC-Backed Receivable" means an account (as defined in the
          Uniform Commercial Code) to the extent that the payment thereof is
          backed by a letter of credit issued for account of the related account
          debtor, or confirmed, by a domestic office of a commercial bank
          organized under the laws of the United States of America or any state
          thereof the short term deposits of which are rated A-1 or better by
          S&P or P-1 by Moody's.

               "Multicurrency Lender" means (a) on the Amendment No. 3 Effective
          Date, the Lenders having Multicurrency Sub-Commitments on Schedule
          2.01 to Amendment No. 3 hereto under the heading "Multicurrency
          Lenders" and (b) thereafter, the Lenders from time to time holding
          Loans made pursuant to Multicurrency Sub-Commitments or holding
          Multicurrency Sub-Commitments, after giving effect to any assignments
          thereof permitted by Section 10.04(b).



               "Multicurrency Sub-Commitment" means, as to each Multicurrency
          Lender, the obligation of such Multicurrency Lender to make Revolving
          Loans and to acquire participations in Letters of Credit hereunder, in
          each case, denominated in Dollars or in an Approved Foreign Currency,
          expressed as a Dollar amount representing the Dollar Equivalent of the
          maximum aggregate amount of such Lender's Revolving Multicurrency
          Credit Exposure hereunder, as such commitment may be (a) reduced from
          time to time pursuant to Section 2.08 and (b) reduced or increased
          from time to time pursuant to assignments by or to such Lender
          pursuant to Section 10.04. The initial amount of each Lender's
          Multicurrency Sub-Commitment, after giving effect to Amendment No. 3
          hereto, is set forth on Schedule 2.01 to Amendment No. 3 hereto, or in
          the Assignment and Acceptance pursuant to which such Lender shall have
          assumed its Multicurrency Sub-Commitment, as applicable. The initial
          aggregate amount of the Total Multicurrency Sub-Commitment, after
          giving effect to Amendment No. 3 hereto, is $40,000,000.

               "Secured Obligations Amount" means, at any time, the sum of the
          aggregate amount of the Revolving Credit Exposures of all of the
          Lenders plus the aggregate principal amount of all Pari Passu Debt
          then outstanding plus the aggregate principal amount (as defined in
          the definition of "Material Indebtedness" herein) of the obligations
          of the Borrower and its Subsidiaries under Hedging Agreements that are
          Hedging Obligations under and as defined in the Security Agreement.

               "Total Commitment" means, at any time, the aggregate amount of
          the Commitments as in effect at such time minus, prior to the date on
          which the Borrower shall furnish a complete audit of the Borrowing
          Base to the Lenders pursuant to Section 5.01(f), $150,000,000.

               2.03. Commitments. Section 2.01 of the Credit Agreement shall be
     amended to read in its entirety as follows:

               "SECTION 2.01. Commitments. Subject to the terms and conditions
          set forth herein:

                   (a) each Dollar Lender agrees to make Revolving Loans to the
               Borrower in Dollars from time to time during the Availability
               Period in an aggregate principal amount (i) that will not result
               in such Lender's Revolving Dollar Credit Exposure exceeding such
               Lender's Dollar Sub-Commitment, or the sum of the total Revolving
               Credit Exposures exceeding the Total Commitment and (ii) that,
               before the Borrowing Base Release Date, will not result in the
               Secured Obligations Amount exceeding the Borrowing Base; and

                   (b) each Multicurrency Lender agrees to make Revolving Loans
               to the Borrower in Dollars or one or more Approved Foreign
               Currencies from time to time during the Availability Period in an
               aggregate principal amount (i) that will not result in such
               Lender's Revolving Multicurrency Credit Exposure exceeding such
               Lender's Multicurrency Sub-Commitment, or the sum of the total
               Revolving



          Credit Exposures exceeding the Total Commitment and (ii) that, before
          the Borrowing Base Release Date, will not result in the Secured
          Obligations Amount exceeding the Borrowing Base.

     Within the foregoing limits and subject to the terms and conditions set
     forth herein, the Borrower may borrow, prepay and reborrow Revolving
     Loans."

          2.04. Swingline Loans. Section 2.04(a) of the Credit Agreement shall
be amended to read in its entirety as follows:

          "(a)  Obligation of Swingline Lender. Subject to the terms and
     conditions set forth herein, the Swingline Lender agrees to make Swingline
     Loans to the Borrower from time to time during the Availability Period, in
     Dollars, in an aggregate principal amount at any time outstanding that will
     not result in (i) the aggregate principal amount of outstanding Swingline
     Loans exceeding $15,000,000, (ii) the sum of the total Revolving Dollar
     Credit Exposures exceeding the Total Dollar Sub-Commitment, (iii) the
     Secured Obligations Amount exceeding the Borrowing Base at any time before
     the Borrowing Base Release Date or (iv) the sum of the total Revolving
     Credit Exposures exceeding the Total Commitment; provided that the
     Swingline Lender shall not be required to make a Swingline Loan to
     refinance an outstanding Swingline Loan. Within the foregoing limits and
     subject to the terms and conditions set forth herein, the Borrower may
     borrow, prepay and reborrow Swingline Loans."

          2.05. Letters of Credit. Section 2.05(b) of the Credit Agreement, and
the first paragraph of Section 2.05(j) of the Credit Agreement, shall each be
amended to read in their entirety as follows:

          "(b)  Requests for Letters of Credit. To request the issuance of a
     Letter of Credit (or the amendment, renewal or extension of an outstanding
     Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit
     by electronic communication, if arrangements for doing so have been
     approved by the relevant Issuing Bank) to the relevant Issuing Bank and the
     Administrative Agent (reasonably in advance of the requested date of
     issuance, amendment, renewal or extension) a notice requesting the issuance
     of a Letter of Credit, or identifying the Letter of Credit to be amended,
     renewed or extended, the date of issuance, amendment, renewal or extension,
     the date on which such Letter of Credit is to expire (which shall comply
     with paragraph (c) of this Section 2.05), the Currency (which shall be
     Dollars or an Approved Foreign Currency) and amount of such Letter of
     Credit, the name and address of the beneficiary thereof, whether such
     Letter of Credit is to be made under the Dollar Sub-Commitments or the
     Multicurrency Sub-Commitments and such other information as shall be
     necessary to prepare, amend, renew or extend such Letter of Credit. If
     requested by the relevant Issuing Bank, the Borrower also shall submit a
     letter of credit application on the such Issuing Bank's standard form in
     connection with any request for a Letter of Credit. A Letter of Credit
     shall be issued, amended, renewed or extended only if (and upon issuance,
     amendment, renewal or extension of each Letter of Credit the Borrower shall
     be deemed to represent and warrant that), after giving effect to such
     issuance, amendment,



          renewal or extension (i) the Dollar LC Exposure shall not exceed
          $125,000,000 and the total Revolving Dollar Credit Exposures shall not
          exceed the Total Dollar Sub-Commitment, (ii) the Multicurrency LC
          Exposure shall not exceed $10,000,000 or the Foreign Currency
          Equivalent thereof and the total Revolving Multicurrency Credit
          Exposures shall not exceed the Total Multicurrency Sub-Commitment,
          (iii) the Secured Obligations Amount shall not exceed the Borrowing
          Base at any time before the Borrowing Base Release Date and (iv) the
          sum of the total Revolving Credit Exposures shall not exceed the Total
          Commitment."

               "(j) Cash Collateral. If (i) any Event of Default shall have
          occurred and be continuing, (ii) the aggregate amount of Revolving
          Dollar Credit Exposure of all Dollar Lenders hereunder exceeds the
          Total Dollar Sub-Commitment, (iii) the aggregate amount of Revolving
          Multicurrency Credit Exposure of all Multicurrency Lenders hereunder
          exceeds the Total Multicurrency Sub-Commitment or (iv) at any time
          before the Borrowing Base Release Date, the Secured Obligations Amount
          exceeds the then-current Borrowing Base, then on the Business Day that
          the Borrower receives notice from the Administrative Agent or the
          Required Lenders (or, if the maturity of the Loans has been
          accelerated, Lenders with LC Exposure representing greater than 50% of
          the total LC Exposure) demanding the deposit of cash collateral
          pursuant to this paragraph, the Borrower shall deposit in an account
          with the Administrative Agent, in the name of the Administrative Agent
          and for the benefit of the Lenders, an amount in Dollars equal to (x)
          in the case of the foregoing clause (i), the LC Exposure as of such
          date, converting the aggregate Multicurrency LC Exposure into the
          Dollar Equivalent thereof at that date, and (y) in the case of the
          foregoing clauses (ii), (iii) and (iv), the amount of the relevant
          excess plus (in each of the cases referred to in the foregoing clauses
          (i), (ii), (iii), and (iv)) any accrued and unpaid interest thereon;
          provided that the obligation to deposit such cash collateral shall
          become effective immediately, and such deposit shall become
          immediately due and payable, without demand or other notice of any
          kind, upon the occurrence of any Event of Default with respect to the
          Borrower described in clause (h) or (i) of Article VII. Such deposit
          shall be held by the Administrative Agent as collateral for the
          payment and performance of the obligations of the Borrower under this
          Agreement."

               2.06. Mandatory Prepayments. Section 2.10(b) of the Credit
Agreement shall be amended to read in its entirety as follows:

               "(b)  Mandatory Prepayments. The Borrower shall from time to time
          prepay the Revolving Loans and Swingline Loans (and/or provide cover
          for LC Exposure as specified in Section 2.05(j)) in such amounts as
          shall be necessary so that at all times the Secured Obligations Amount
          shall not exceed the Borrowing Base at any time before the Borrowing
          Base Release Date, such amounts to be applied, first, to Swingline
          Loans outstanding, second, to Revolving Loans outstanding and, third,
          as cover for LC Exposure outstanding.

               On each date on which a Borrowing Base Certificate or other
          certificate is delivered pursuant to Section 5.01(f), the Borrower
          shall (as provided in Section 5.01(f))



          determine the aggregate Revolving Credit Exposure (taking into account
          the Dollar Equivalent of the aggregate amount of Revolving Credit
          Loans denominated in any Approved Foreign Currency), and shall provide
          the Administrative Agent with a copy of such determination. In
          addition, promptly upon the receipt by the Administrative Agent of a
          Currency Valuation Notice (as defined below), the Administrative Agent
          shall (and at any time at the Administrative Agent's option, the
          Administrative Agent may) similarly determine the aggregate Revolving
          Credit Exposure. Upon receipt of any such determination from the
          Borrower, and upon its making any such determination, the
          Administrative Agent shall promptly notify the Lenders thereof (and in
          the case of any such determination by the Administrative Agent, the
          Borrower). If on the date of any such determination the aggregate
          Revolving Credit Exposure exceeds 105% of the aggregate amount of the
          Commitments as then in effect, the Borrower shall, if requested by the
          Required Lenders (through the Administrative Agent), prepay the
          Revolving Loans and Swingline Loans (and/or provide cover for LC
          Exposure as specified in Section 2.05(j)) in such amounts as shall be
          necessary so that after giving effect thereto, the aggregate Revolving
          Credit Exposure does not exceed the Commitments. For purposes hereof,
          "Currency Valuation Notice" means a notice given by the Required
          Lenders stating that such notice is a "Currency Valuation Notice" and
          requesting that the Administrative Agent determine the Dollar
          Equivalent of the aggregate Revolving Credit Exposure. The
          Administrative Agent shall not be required to make more than one
          valuation determination pursuant to a Currency Valuation Notice during
          any rolling three-month period.

               For the purpose of the determinations in this paragraph (b), the
          outstanding principal amount of any Loan that is denominated in an
          Approved Foreign Currency shall be deemed to be the Dollar Equivalent
          of the amount in the Currency of such Loan, determined as of the date
          of such determination or, in the case of a Currency Valuation Notice
          received by the Administrative Agent prior to 11:00 a.m., New York
          City time, on a Business Day, on such Business Day or, in the case of
          a Currency Valuation Notice otherwise received, on the first Business
          Day after such Currency Valuation Notice is received."

               2.07. Reporting Requirements. Section 5.01(f) of the Credit
Agreement shall be amended, and a new Section 5.01(g) shall be added to the
Credit Agreement (and the existing Section 5.01(g) of the Credit Agreement shall
be relettered to be Section 5.01(h)), each to read in its entirety as follows:

               "(f)  as soon as available and in any event within 7 Business
          Days after the end of each monthly accounting period (i) if such
          accounting period ends before the Borrowing Base Release Date, a
          Borrowing Base Certificate certifying as to the Borrowing Base as at
          the last day of such accounting period accompanied by supporting
          documentation and other supplemental reports as reasonably requested
          by the Administrative Agent and (ii) a certificate of a Financial
          Officer in form and detail satisfactory to the Administrative Agent
          setting forth a determination of the aggregate Revolving Credit
          Exposure as at the last day of such monthly accounting period (taking
          into account the Dollar Equivalent of



     the aggregate amount of Revolving Credit Loans denominated in any Approved
     Foreign Currency);"

          "(g) as soon as available and in any event within 90 days after the
     end of each fiscal year of the Borrower that ends before the Borrowing Base
     Release Date (and at such other times as may be requested by the
     Administrative Agent), a collateral audit report (prepared at the expense
     of the Borrower) of an independent collateral auditor (which may be, or be
     affiliated with, one of the Lenders), approved by the Administrative Agent,
     with respect to the Receivables and Inventory components included in the
     Borrowing Base which report shall indicate that, based upon a review by
     such auditors of the Receivables (including, without limitation,
     verification with respect to the amount, aging, identity and credit of the
     respective account debtors and the billing practices of the Borrower and
     its Subsidiaries) and Inventory (including, without limitation,
     verification as to the value, location and respective types), the
     information set forth in the Borrowing Base Certificate then most recently
     received by the Administrative Agent hereunder is accurate and complete in
     all material respects and whether or not a Trigger Date (as such term is
     defined in Section 10.13 hereof) has occurred; and"

          2.08. Inspection Rights. Section 5.06 of the Credit Agreement shall be
amended to read in its entirety as follows:

          "SECTION 5.06. Books and Records; Inspection Rights. The Borrower
     will, and will cause each of its Subsidiaries to, keep proper books of
     record and account in which full, true and correct entries are made of all
     dealings and transactions in relation to its business and activities. The
     Borrower will, and will cause each of its Subsidiaries to, permit any
     representatives designated by the Administrative Agent or any Lender, upon
     reasonable prior notice, to visit and inspect its properties, to examine
     and make extracts from its books and records, and to discuss its affairs,
     finances and condition with its officers and independent accountants, all
     at such reasonable times and as often as reasonably requested.

          Without limiting the generality of the foregoing, the Borrower
     acknowledges that the representatives designated by the Administrative
     Agent or any Lender may include any consultants, accountants, lawyers and
     appraisers retained by the Administrative Agent, and that such
     representatives may conduct evaluations and appraisals (including but not
     limited to independent inventory appraisals) of the Borrower's computation
     of the Borrowing Base and the assets included in the Borrowing Base and
     such other assets and properties of the Borrower or its Subsidiaries as the
     Administrative Agent may require, all at such reasonable times and as often
     as reasonably requested."

          2.09. Fundamental Changes. Section 6.03(b) of the Credit Agreement
shall be amended to read in its entirety as follows:

          "(b)  Acquisitions and Joint Ventures. The Borrower will not, and will
     not permit any of its Subsidiaries to invest in any Joint Venture or
     consummate any Acquisition,



     unless immediately prior to such Acquisition or investment in any Joint
     Venture and after giving effect thereto, no Default shall have occurred and
     be continuing, and:

                (i)  (a) such transaction is an Acquisition and such Acquisition
          (if by purchase of assets, merger or consolidation) is effected in
          such manner that the acquired business, and the related assets, are
          owned either by the Borrower or a Subsidiary and, if effected by
          merger or consolidation involving the Borrower, the Borrower is the
          continuing or surviving entity and, if effected by merger or
          consolidation involving a Subsidiary, the continuing or surviving
          entity is a Subsidiary; or (b) such transaction is an Acquisition and
          such Acquisition (if by purchase of stock or partner, member or other
          ownership interests) is effected in such manner so that the acquired
          entity becomes a Subsidiary; and

                (ii) such transaction is an Acquisition or a Joint Venture and
          immediately after giving effect to such Acquisition or Joint Venture
          (x) the Borrower is in compliance with Section 6.12 (the determination
          of such compliance to be calculated on a pro forma basis, as at the
          end of the fiscal quarter most recently ended prior to the date of
          such Acquisition or Joint Venture for which financial statements of
          the Borrower and its Subsidiaries are available, under the assumption
          that such Acquisition or Joint Venture and any other Acquisitions or
          Joint Ventures consummated during the twelve-month period ending on
          such date shall have occurred, and any Indebtedness in connection
          therewith shall have been incurred, at the beginning of the applicable
          period, and under the assumption that interest for such period had
          been equal to the actual weighted average interest rate in effect for
          the Loans hereunder on the date of such Acquisition or Joint Venture)
          and, in the event that the aggregate amount of expenditures in respect
          of such Acquisition or Joint Venture and of all prior Acquisitions and
          Joint Ventures made during a single fiscal year and not covered by a
          certificate delivered under this subclause (ii) exceeds $100,000,000,
          the Borrower shall have delivered to the Administrative Agent a
          certificate of a Financial Officer showing calculations in reasonable
          detail to demonstrate compliance with this subclause (ii) and
          certifying that prior to such acquisition and after giving effect
          thereto, no Default shall have occurred and be continuing and (y) if
          such transaction is consummated before the Borrowing Base Release Date
          and the aggregate amount of expenditures in respect of such
          Acquisition or Joint Venture and of all prior Acquisitions and Joint
          Ventures made during a single fiscal year exceeds $20,000,000, then,
          immediately after giving effect to such Acquisition or Joint Venture
          (and any borrowings hereunder made in connection therewith), the
          excess of (A) the lesser of the Borrowing Base and the aggregate
          Commitments hereunder at such time minus (B) the Secured Obligations
          Amount shall not be less than $150,000,000."

          2.10. Financial Covenants. Section 6.12 of the Credit Agreement shall
be amended to read in its entirety as follows:

          "(a) Consolidated Leverage Ratio. The Borrower will not, as at any
     date on or after the Borrowing Base Release Date, permit the ratio of
     Consolidated Total Funded Debt as at such date to Consolidated EBITDA for
     the period of four fiscal quarters



     ending on or most recently ended prior to such date, to be more than the
     following respective amounts at any time during the following respective
     periods:



                        Period                                                        Ratio
                        ------                                                        -----
                                                                                 
                From Amendment No. 3 Effective
                  Date through last day of the fiscal
                  quarter ending July 27, 2003                                      4.50 to 1

                From the day immediately following last day of fiscal
                  quarter ending July 27, 2003 through last day of
                  fiscal quarter ending

                  October 26, 2003                                                  4.00 to 1

                From the day immediately following last
                  day of fiscal quarter ending October 26,
                  2003 and all times thereafter                                     3.75 to 1


          (b)   Consolidated Interest Coverage Ratio. The Borrower will not
     permit the ratio of Consolidated EBITDA to Consolidated Interest Expense
     for any period of four consecutive fiscal quarters of the Borrower (i)
     ending before the Borrowing Base Release Date, to be less than 2.50 to 1 or
     (ii) ending on or after the Borrowing Base Release Date, to be less than
     3.00 to 1.

          (c)   Inventory and Receivables. The Borrower will not, on any date
     falling on or after the Borrowing Base Release Date, permit the ratio of
     (i) the sum of (x) if such date falls prior to the Security Termination
     Date, the aggregate amount of inventory and accounts receivable of the
     Borrower and the Subsidiary Guarantors subject to the Lien of the Security
     Agreement or (y) if such date falls on or after the Security Termination
     Date, the aggregate amount of inventory and accounts receivable owned by
     the Borrower and the Subsidiary Guarantors to (ii) the aggregate Revolving
     Credit Exposure of the Lenders under this Agreement at such date to be less
     than 1.30 to 1."

          2.11. Amendments. Section 10.02(b) of the Credit Agreement shall be
     amended by (i) the deleting the word "or" at the end of clause (vii)
     therein, (ii) adding a new clause (viii) therein to read in its entirety as
     follows, and (iii) relettering the existing clause (viii) as clause (ix):

          "(viii) change the reference to 75% in the definition of "Borrowing
     Base" to a higher percentage without the written consent of each Lender,
     or"

          2.12. Expenses. Section 10.03(a) of the Credit Agreement shall be
     amended to read in its entirety as follows:

          "(a)  Expenses. The Borrower shall pay (i) all reasonable
     out-of-pocket expenses incurred by the Administrative Agent and its
     Affiliates, including the reasonable fees, charges and disbursements of
     counsel for the Administrative Agent, in connection with



     the administration of this Agreement and the other Loan Documents or any
     amendments, modifications or waivers of the provisions hereof or thereof
     (whether or not the transactions contemplated hereby or thereby shall be
     consummated), (ii) all reasonable out-of-pocket expenses incurred by the
     Issuing Bank in connection with the issuance, amendment, renewal or
     extension of any Letter of Credit or any demand for payment thereunder,
     (iii) all reasonable fees (including reasonable and customary internally
     allocated fees and expenses of employees of the Administrative Agent as to
     which invoices have been furnished) and expenses of any such
     representatives retained by the Administrative Agent as to which invoices
     have been furnished to conduct any evaluation or appraisal of the assets of
     the Borrower included in the Borrowing Base and (iv) all out-of-pocket
     expenses incurred by the Administrative Agent, the Issuing Bank or any
     Lender, including the fees, charges and disbursements of any counsel for
     the Administrative Agent, any Issuing Bank or any Lender, in connection
     with the enforcement or protection of its rights in connection with this
     Agreement and the other Loan Documents, including its rights under this
     Section 10.03, or in connection with the Loans made or Letters of Credit
     issued hereunder, including all such out-of-pocket expenses incurred during
     any workout, restructuring or negotiations in respect of such Loans or
     Letters of Credit."

          2.13. Perfection of Security Interests. Section 10.13 of the Credit
Agreement shall be amended to read in its entirety as follows:

          "SECTION 10.13. Perfection of Security Interests. Notwithstanding
     anything contained herein or in any Security Document to the contrary,
     neither the Borrower nor any of its Subsidiaries shall be responsible for
     the failure of the Lien created by the Security Agreement to be first
     priority and perfected (a) to the extent that such failure results from the
     failure by the Collateral Agent to file continuation statements under the
     Uniform Commercial Code in respect of such Lien, (b) before the Borrowing
     Base Release Date, to the extent that such failure relates to Liens over
     letters of credit supporting LC-Backed Receivables, provided that the
     aggregate amount of LC-Backed Receivables in respect of which such Liens
     over the related letters of credit are not perfected does not exceed 10% of
     the Borrowing Base, (c) before the Borrowing Base Release Date, to the
     extent that such failure relates to Liens over Eligible Receivables and
     results from such Eligible Receivables being due from Governmental
     Authorities, provided that the amount of the Borrowing Base attributable to
     such Eligible Receivables shall not exceed the greater of $20,000,000 or 5%
     of the amount of the Borrowing Base in the aggregate or (d) on or after the
     Borrowing Base Release Date, to the extent that such failure relates to
     Liens over receivables and results from such receivables being due from
     Governmental Authorities.

          If, as determined by a report of an independent collateral auditor
     referred to in Section 5.01(g) hereof, the amount of Collateral subject to
     any such failure exceeds any relevant amount referred to in clause (a) or
     (b) of the preceding sentence, then, (i) on any such date (each, a "Trigger
     Date") that the Borrower determines that such excess exists, the Borrower
     shall immediately notify the Administrative Agent and the Collateral Agent
     of such event, (ii) the Borrower shall furnish to the Administrative Agent
     on such Trigger Date a Borrowing Base Certificate calculated on the basis
     of the Borrowing Base



     Certificate most recently furnished hereunder but recalculating the
     Borrowing Base with pro forma adjustments reflecting the exclusion of such
     excess Collateral from the Eligible Receivables or Eligible Inventory, as
     the case may be, (iii) the Borrower shall forthwith on such Trigger Date
     comply with its obligations under Section 2.10(b) after giving effect to
     the Borrowing Base as so calculated and (iv) not later than 30 days
     following such Trigger Date, the Borrower shall have taken such action as
     shall be necessary to eliminate such excess. If the Borrower is in
     compliance with the preceding sentence, then (x) except as expressly
     provided in the preceding sentence, no account or Inventory shall be
     excluded from Eligible Receivables or Eligible Inventory, as the case may
     be, (y) no Obligor shall be deemed to have breached any covenant or made
     any untrue representation or warranty and (z) no Default or Event of
     Default shall be deemed to have occurred or be continuing, in each of the
     cases referred to in the foregoing clauses (x), (y) and (z) solely because
     any Lien created by the Security Agreement shall fail to be a first
     priority perfected Lien if such failure is described in clause (a) or (b)
     of the first sentence or this Section 10.13; except that, notwithstanding
     the preceding provisions of this Section 10.13, the Borrower shall from
     time to time upon the request of the Administrative Agent or the Required
     Lenders deliver or cause to be delivered to the Collateral Agent in pledge
     under the Security Agreement the letters of credit supporting LC-Backed
     Receivables."

          2.14. Schedule 2.01. Schedule 2.01 to the Credit Agreement shall be
amended to read in its entirety as Schedule 2.01 hereto.

          2.15. Exhibit G. A new Exhibit G shall be added to the Credit
Agreement to read in its entirety as Exhibit G hereto.

          Section 3. Amendments to Security Agreement. Effective as of the
Amendment No. 3 Effective Date, the Security Agreement shall be amended as
follows:

          3.01. References Generally. References in the Security Agreement
(including references to the Security Agreement as amended hereby) to "this
Agreement" (and indirect references such as "hereunder", "hereby", "herein" and
"hereof") shall be deemed to be references to the Security Agreement as amended
hereby.

          3.02. Definitions. The definition of "Hedging Agreement" in Section 1
of the Security Agreement is hereby deleted and a new definition of "Financial
Hedging Agreement" is hereby added in its appropriate alphabetical location in
Section 1 of the Security Agreement to read in its entirety as follows, and all
references to "Hedging Agreement" or "Hedging Agreements" in the Security
Agreement (other than the reference to "Hedging Agreements" in the second
paragraph of the introduction thereto) shall be deemed to be references to
"Financial Hedging Agreement" or "Financial Hedging Agreements", as the case may
be:

          "Financial Hedging Agreement" shall mean any Hedging Agreement, other
     than any Hedging Agreement that is intended to hedge the price, or provide
     for the future delivery or sale, of commodities.



          Section 4. Representations and Warranties. The Borrower represents and
warrants to the Lenders that the representations and warranties set forth in
Article III of the Credit Agreement are true and complete on the date hereof as
if made on and as of the date hereof and as if each reference in said Article
III to "this Agreement" included reference to this Amendment No. 3.

          Section 5. Condition Precedent. The amendments set forth in Sections 2
and 3 above shall not become effective until the date (the "Amendment No. 3
Effective Date"), on which the Administrative Agent shall notify the Borrower
that each of the following conditions is satisfied:

          (a) Execution of Agreement. The Administrative Agent shall have
     received from each Obligor, each New Lender and the Required Lenders either
     (i) a counterpart of this Agreement signed on behalf of such party or (ii)
     written evidence satisfactory to the Administrative Agent (which may
     include telecopy transmission of a signed signature page of this Agreement)
     that such party has signed a counterpart of this Agreement.

          (b) Corporate Documents. The Administrative Agent shall have received
     such documents and certificates as the Administrative Agent or its counsel
     may reasonably request relating to the organization, existence and good
     standing of each Obligor, the authorization of this Amendment No. 3 and the
     Transactions as amended hereby, and any other legal matters relating to
     each Obligor, this Amendment No. 3, the other Loan Documents or the
     Transactions, all in form and substance satisfactory to the Administrative
     Agent and its counsel.

          (c) Opinion of Counsel to Obligors. The Administrative Agent shall
     have received a favorable written opinion (addressed to the Administrative
     Agent and the Lenders and dated the Amendment No. 3 Effective Date) of
     McGuire Woods Battle & Boothe LLP, counsel for the Obligors, substantially
     in the form of Exhibit A hereto and covering such other matters relating to
     the Obligors, this Amendment No. 3 or the Transactions as amended hereby,
     as the Required Lenders shall reasonably request (and the Borrower hereby
     requests such counsel to deliver such opinion).

          (d) Fees, Etc. The Administrative Agent shall have received (i) for
     the account of each Lender (other than the New Lenders) that authorizes the
     Administrative Agent to execute this Amendment No. 3 on or before the
     effectiveness of the amendments provided in Section 2 above, an amendment
     fee in an amount equal to 0.10% of the aggregate amount of the Commitment
     of such Lender and (ii) all other fees and other amounts due and payable on
     or prior to the Amendment No. 3 Effective Date, including, to the extent
     invoiced, reimbursement or payment of all out-of-pocket expenses required
     to be reimbursed or paid by the Obligors hereunder.

          (e) Initial Loans. To the extent that, on the Amendment No. 3
     Effective Date any Dollar Loans shall be outstanding under the Credit
     Agreement, the Borrower shall have borrowed from, and each of the Dollar
     Lenders (including the New Lenders, to the extent constituting Dollar
     Lenders) shall have made Dollar Loans to the Borrower, and (notwithstanding
     the provisions of Section 2.17(d) of the Credit Agreement requiring that



     prepayments be made ratably in accordance with the principal amounts of the
     Dollar Loans held by the Dollar Lenders) the Borrower shall have prepaid
     Dollar Loans held by the Dollar Lenders in such amounts as shall be
     necessary, together with accrued interest and any amounts payable under
     Sections 2.14 and 2.16 of the Credit Agreement, so that after giving effect
     to such Dollar Loans and prepayments, the Dollar Loans shall be held by the
     Dollar Lenders pro rata in accordance with the respective amounts of their
     Dollar Sub-Commitments (as modified hereby).

          In addition, to the extent that, on the Amendment No. 3 Effective Date
     any Multicurrency Loans in any Currency shall be outstanding under the
     Credit Agreement, the Borrower shall have borrowed from, and each of the
     Multicurrency Lenders (including the New Lenders, to the extent
     constituting Multicurrency Lenders) shall have made Multicurrency Loans in
     such Currency to the Borrower, and (notwithstanding the provisions of
     Section 2.17(d) of the Credit Agreement requiring that prepayments be made
     ratably in accordance with the principal amounts of the Multicurrency Loans
     of such Currency held by the Multicurrency Lenders) the Borrower shall have
     prepaid Multicurrency Loans held by the Multicurrency Lenders in such
     amounts as shall be necessary, together with accrued interest and any
     amounts payable under Sections 2.14 and 2.16 of the Credit Agreement, so
     that after giving effect to such Multicurrency Loans and prepayments, the
     Multicurrency Loans in such Currency shall be held by the Multicurrency
     Lenders pro rata in accordance with the respective amounts of their
     Multicurrency Sub-Commitments (as modified hereby).

          (f) Other Documents. The Administrative Agent shall have received such
     other documents as the Administrative Agent or any Lender or Special
     Counsel may reasonably request.

          Section 6. New Lenders. Each Person not heretofore a Lender under the
Credit Agreement that becomes a Lender by operation of this Amendment No. 3
shall, upon the satisfaction of the conditions precedent set forth in Section 4
above, be a "Lender" under and as defined in the Credit Agreement for all
purposes thereof and have the obligations, rights and benefits of a Lender
thereunder, having the Commitment set forth opposite such Lender's name in
Schedule 2.01 hereto. The initial Applicable Lending Office and initial address
for notices under the Credit Agreement for each New Lender is specified in the
Administrative Questionnaire heretofore returned by such Lender to the
Administrative Agent

          Section 7. Miscellaneous. Except as provided herein, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 3 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 3 by signing any such counterpart. This
Amendment No. 3 shall be governed by, and construed in accordance with, the law
of the State of New York.



          IN WITNESS WHEREOF, this Amendment No. 3 has been duly executed as of
the date first written above.

                                                SMITHFIELD FOODS, INC.


                                                By /s/ Daniel G. Stevens
                                                   Name: Daniel G. Stevens
                                                   Title: Vice President

                              SUBSIDIARY GUARANTORS

CODDLE ROASTED MEATS, INC.            BROWN'S OF CAROLINA LLC
GWALTNEY OF SMITHFIELD, LTD.          CARROLL'S FOODS LLC
HANCOCK'S OLD FASHIONED               CARROLL'S FOODS OF
  COUNTRY HAM, INC.                     VIRGINIA LLC
IOWA QUALITY MEATS, LTD.              CENTRAL PLAINS FARMS LLC
JOHN MORRELL & CO.                    CIRCLE FOUR LLC
LYKES MEAT GROUP, INC.                MURPHY FARMS LLC
MOYER PACKING COMPANY                 QUARTER M FARMS LLC,
MURCO FOODS, INC.                     each a Delaware limited liability company
NORTH SIDE FOODS CORP.
PACKERLAND PROCESSING
  COMPANY, INC.                       By  MURPHY-BROWN LLC,
PACKERLAND HOLDINGS, INC.                 a Delaware limited liability company,
PATRICK CUDAHY INCORPORATED               as a sole member of each
PREMIUM PORK, INC.
QUIK-TO-FIX FOODS, INC.
STADLER'S COUNTRY HAMS, INC.              By  JOHN MORRELL & CO.,
SUN LAND BEEF COMPANY                         a Delaware corporation,
SUNNYLAND, INC.                               as its sole member
THE SMITHFIELD COMPANIES, INC.
THE SMITHFIELD PACKING
  COMPANY, INCORPORATED                       /s/ Daniel G. Stevens
STEFANO FOODS, INC.                           Name:  Daniel G. Stevens
THE SMITHFIELD HAM AND PRODUCTS               Title: Vice President
COMPANY, INCORPORATED



By /s/ Daniel G. Stevens
   Name:  Daniel G. Stevens
   Title: Vice President



MURPHY-BROWN LLC,                         GREAT LAKES CATTLE CREDIT
  a Delaware limited liability company    COMPANY, LLC,
                                           a Delaware limited liability company,


      By  JOHN MORRELL & CO.,                   By  PACKERLAND HOLDINGS,
          a Delaware corporation,                     INC.,
          as its sole member                        a Delaware corporation,
                                                    as its sole member

          /s/ Daniel G. Stevens
          Name:  Daniel G. Stevens                  /s/ Daniel G. Stevens
          Title: Vice President                     Name:  Daniel G. Stevens
                                                    Title: Vice President

                                   NEW LENDERS

                                              COBANK, ACB


                                              By /s/ Kenneth Winlid
                                                Name: Kenneth Warlick
                                                Title: VP

                                     LENDERS


JPMORGAN CHASE BANK,                          ABN AMRO BANK N.V.
  individually and as Administrative Agent

By /s/ Gary L. Spevack                        By______________________________
   Name:  Gary L. Spevack                       Name:
   Title: Vice President                        Title:


                                              By______________________________
                                                Name:
                                                Title:



BANK OF AMERICA, N.A.                      BANK OF TOKYO-MITSUBISHI
                                             TRUST COMPANY


By /s/ William F. Sweeney                  By /s/ Spencer Hughes
   Name: William F. Sweeney                   Name: Spencer Hughes
   Title: Bank of America                     Title: Vice President

BNP PARIBAS                                CAPE FEAR FARM CREDIT, ACA


By /s/ Thomas H. Ambrose                   By /s/ Randy T. Pope
   Name: Thomas H. Ambrose                    Name: Randy T. Pope
   Title: Director                            Title: Vice President

By /s/ Peter Labric
   Name: Peter Labric
   Title: Central Region Manager
CIBC INC.                                  COOPERATIEVE CENTRALE
                                             RAIFFEISEN-BOERENLEENBANK
                                             B.A. "RABOBANK INTERNATIONAL",
                                             NEW YORK BRANCH
By /s/ Dominic J. Sorresso
   Name: Dominic J. Sorresso
   Title: Executive Director
           CIBC World Markets, as Agent    By________________________________
                                             Name:
                                             Title:

                                           By________________________________
                                             Name:
                                             Title:

CREDIT AGRICOLE INDOSUEZ                   MIZUHO CORPORATE BANK, LTD.


By_________________________________        By /s/ Robert Gallagher
  Name:                                       Name: Robert Gallagher
  Title:                                      Title: Vice President

By_________________________________
  Name:
  Title:



DRESDNER BANK                             FARM CREDIT BANK OF WICHITA
  LATEINAMERIKA AG,
  MIAMI AGENCY

                                          By /s/ Travis W. Ball
By________________________________           Name: Travis W. Ball
  Name:                                      Title: Vice President
  Title:

FARM CREDIT SERVICES                      FARM CREDIT SERVICES
  OF AMERICA, PCA                           OF MID-AMERICA, PCA


By /s/ Timothy J. Healy                   By /s/ Steven R. Kluemper
   Name: Timothy J. Healy                    Name: Steven R. Kluemper
   Title: Vice President                     Title: Agribusiness Account
                                                     Executive

AGSTAR FINANCIAL SERVICES PCA             WACHOVIA BANK, NATIONAL ASSOCIATION
  d/b/a FCS Commercial Finance Group

                                          By /s/ Anthony D. Braxton
By /s/ James M. Grafing                      Name: Anthony D. Braxton
   Name: James M. Grafing                    Title: Director
   Title: SVP - Syndicated Finance


GENERAL ELECTRIC CAPITAL                  HARRIS TRUST & SAVINGS BANK
  CORPORATION

By /s/ C. Mark Smith                      By /s/ John R. Carley
   Name: C. Mark Smith                       Name: John R. Carley
   Title: Duly Authorized Signatory          Title: Vice President

ING (U.S.) CAPITAL LLC                    SUMITOMO MITSUI BANKING
                                            CORPORATION

By /s/ Daniel W. Lamprecht                By /s/ Peter Knight
   Name: Daniel W. Lamprecht                 Name: Peter Knight
   Title: Managing Director                  Title: Joint General Manager



SUNTRUST BANK                              U.S. BANK NATIONAL ASSOCIATION


By /s/ Hugh E. Brown                       By /s/ Kathi Hatch
   Name: Hugh E. Brown                        Name: Kathi Hatch
   Title: Vice President                      Title: Assistant Vice President

By /s/ Lauren P. Carrigan
   Name: Lauren P. Carrigan
   Title: Vice President