AMENDMENT TO ASSET PURCHASE AGREEMENT

EXHIBIT 2.1

AMENDMENT TO ASSET PURCHASE AGREEMENT

This Amendment to Asset Purchase Agreement (this “Amendment”), dated as of October 2, 2006, is entered into between Smithfield Foods, Inc., a Virginia corporation (“Buyer”), and ConAgra Foods Packaged Foods Company, Inc., a Delaware corporation (“Seller”).

RECITALS:

A. Buyer and Seller entered into an Asset Purchase Agreement dated July 31, 2006 (the “Agreement”).

B. Buyer and Seller desire to amend the Agreement as set forth in this Amendment.

AGREEMENT:

In consideration of the promises and mutual agreements contained herein and in the Agreement, the parties hereto agree as follows:

1. Definitions . All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

2. Payment of Cash in Lieu of Stock; Working Capital.

2.1 Sections 9.25, 11.16, 11.17, 11.18 and 14.4 of the Agreement shall be deleted in their entirety.

2.2 The following terms as defined in Section 1.1 of the Agreement shall be deleted from Section 1.1:

2.3 The following terms as referred to in Section 1.2 of the Agreement shall be deleted from Section 1.2:

Amendment to Asset Purchase Agreement

2.4 Section 5.3 of the Agreement shall be deleted in its entirety and the following revised Section 5.3 shall be deemed inserted in place thereof:

“5.3 Purchase Price. The purchase price payable by Buyer hereunder (the “Purchase Price”) shall equal Five Hundred Seventy-One Million Dollars ($571,000,000) (the “Base Amount”) plus (or minus) the amount by which the Closing Working Capital Amount is greater than (or less than) Two Hundred Twelve Million Five Hundred Thousand Dollars ($212,500,000).”

2.5 Section 5.5 of the Agreement shall be deleted in its entirety and the following revised Section 5.5 shall be deemed inserted in place thereof:

“5.5 Payment of Purchase Price . At Closing, Buyer shall (i) pay to Seller or an affiliate of Seller as Seller’s designee, an amount in cash equal to the Base Amount, less the Deposit, less an amount equal to any Crated Equipment Proceeds, plus (or minus) the amount by which the Estimated Working Capital Amount is greater than (or less than) Two Hundred Twelve Million Five Hundred Thousand Dollars ($212,500,000) (the “Closing Payment”), and (ii) assume the Assumed Liabilities. The settlement of the Purchase Price, if required, shall occur on the Settlement Date.”

2.6 Section 16.4.4 of the Agreement shall be amended to delete the reference to “11.18” as set forth in such Section 16.4.4.

3. Butterball Canada License . Section 5.7 of the Agreement shall be deleted in its entirety and the following revised Section 5.7 shall be deemed inserted in place thereof:

“5.7 Butterball Canada License . Seller had been engaged in discussions with the current licensee of the Butterball mark in Canada regarding the possible sale or perpetual license of such mark. Buyer objected to such sale and will not provide its consent thereto. As such, the Butterball mark in Canada shall transfer to Buyer in accordance with the terms of this Agreement at Closing; provided, however, that Buyer hereby agrees that if Buyer or any Affiliate or assignee thereof, during the five (5) year period following the Closing Date, directly or indirectly sells or perpetually licenses the Butterball mark in Canada, Buyer shall promptly pay, or cause to be paid, to Seller an amount equal to one-half of the proceeds of such transaction, less an amount equal to the taxes, if any, Buyer is required to pay with respect to the portion of the proceeds so paid to Seller.”

4. Exhibits . Exhibits F; 2.3(b); Att