Joinder Agreement

March 9, 2000

To each of the Note holders

(as defined in the Joint and Several

Guaranty hereinafter referred to)

Ladies and Gentlemen:

Reference is made to the Joint and Several Guaranty, dated as of July 15, 1996 (as amended, restated or otherwise modified from time to time, the "Guaranty Agreement"), by each of Gwaltney of Smith field, Ltd., a Delaware corporation (together with its successors and assigns, "Gwaltney"), John Morrell& Co., a Delaware corporation (together with its successors and assigns, "Morrell"), The Smith field Packing Company, Incorporated, a Virginia corporation (together with its successors and assigns, "Packing"), SFFC, Inc., a Delaware corporation (together with its successors and assigns, "SFFC"), Patrick Cudahy Incorporated, a Delaware corporation (together with its successors and assigns, "Cudahy"), and Brown's of Carolina, Inc., a North Carolina corporation (together with its successors and assigns, ("Brown's," and together with Gwaltney, Morrell, Packing, SFFC and Cudahy, individually, a "Guarantor") and collectively, the "Guarantors"), in favor of each of the holders, from time to time, of certain Senior Secured Notes of Smith field Foods, Inc., as more particularly described on Annex 1 attached hereto. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Guaranty Agreement.

Each of the undersigned subsidiaries of Smith field Foods, Inc. (each a "New Guarantor", and, collectively, the "New Guarantors"), agrees with you as follows:

1. Guaranty Each New Guarantor hereby unconditionally and expressly agrees to become, by execution and delivery of this Agreement does become, and assumes each and every one of the obligations of, a "Guarantor" under and as defined in the Guaranty Agreement. In addition, each New Guarantor makes, as of the date hereof, each and every representation and warranty of a Guarantor set forth or incorporated in the Guaranty Agreement. Without limitation of the foregoing or of anything in the Guaranty Agreement, by such execution and delivery hereof each New Guarantor does become fully liable, as a Guarantor, for the payment of the Guarantied Obligations as further provided in Section 2 of the Guaranty Agreement. The Guaranty Agreement is hereby amended, without any further action, to add each New Guarantor as a Guarantor thereunder as if each New Guarantor had been an original party to the Guaranty Agreement.

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