EXECUTION COUNTERPART

COLLATERAL AGENCY, PLEDGE AND SECURITY AGREEMENT

COLLATERAL AGENCY, PLEDGE AND SECURITY AGREEMENT dated as of July 15, 1997 (the "Agreement") among SMITHFIELD FOODS, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Borrower"); each of the Subsidiaries of the Borrower identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages hereof (individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors" and, together with the Borrower, the "Obligors"); and THE CHASE MANHATTAN BANK, as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors in such capacity, the "Collateral Agent").

WHEREAS, the Borrower, the Subsidiary Guarantors, certain lenders (the "Five-Year Lenders") and The Chase Manhattan Bank, as agent for the Five-Year Lenders (in such capacity, together with its successors in such capacity, the "Five-Year Agent") are parties to a Five-Year Credit Agreement dated as of July 15, 1997 (as modified and supplemented and in effect from time to time, the "Five-Year Credit Agreement"), providing, subject to the terms and conditions thereof, for extensions of credit (by making loans and issuing letters of credit) to be made by the Five-Year Lenders to the Borrower in an aggregate principal or face amount not exceeding$300,000,000, the Borrower may use the proceeds of such loans to make advances to Subsidiary Guarantors that are First Tier Subsidiaries (as hereinafter defined) (and such First Tier Subsidiaries may lend the proceeds of such advances to other Subsidiaries of the Borrower and the Borrower may use such letters of credit to support obligations of its Subsidiaries;

WHEREAS, the Borrower, the Subsidiary Guarantors, certain lenders (the "364-Day Lenders" and, together with the Five-Year Lenders, the "Lenders") and The Chase Manhattan Bank, as agent for the 364-Day Lenders (in such capacity, together with its successors in such capacity, the "364-Day Agent") are parties to a 364-Day Credit Agreement dated as of July 15, 1997 (as modified and supplemented and in effect from time to time, the "364-Day Credit Agreement" and, together with the Five-Year Credit Agreement, the "Credit Agreements"), providing, subject to the terms and conditions thereof, for loans to be made by the 364-Day Lenders to the Borrower in an aggregate principal amount not exceeding$50,000,000, and the Borrower may use the proceeds of such loans to make advances to Subsidiary Guarantors that are First Tier Subsidiaries (and such First Tier Subsidiaries may lend the proceeds of such advances to other Subsidiaries of the Borrower;

WHEREAS, the First Tier Subsidiaries of the Borrower that are Subsidiary Guarantors have executed and delivered to the Borrower Intercompany Notes (as hereinafter defined) to evidence their respective obligations to repay such advances to the Borrower;

WHEREAS, one or more of the Lenders may enter into one or more Hedging Agreements (as hereinafter defined) with the Borrower;

WHEREAS, to induce the Five-Year Lenders to enter into the Five-Year Credit Agreement and to extend credit thereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each obligor has agreed to pledge and grant a security interest in the Collateral (as hereinafter defined) owned by it, as security for the Secured Obligations (as hereinafter defined) owing by it thereunder;

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