SHARES PLEDGE AGREEMENT

1.

Smithfield International Investments, Inc. , a company duly incorporated and existing under the laws of the State of Delaware, with corporate address in 103, Baynard Build. Wilmington, 3411 Silverside Road Delaware; and

2.

Cold Field Investments LLC, a limited liability company duly formed and existing under the laws of the State of Delaware, with corporate address in 103, Baynard Build. Wilmington, 3411 Silverside Road Delaware,

3.

Société Générale, a bank duly established under the French law, with registered address at 29 boulevard Haussmann, 75009 Paris, France, acting by and through its branch established in the City and State of New York, United States of America, with its registered office located at 1221 Avenue of the Americas, New York, New York 10021, registration no. 552 120 222 R.C.S. Paris, as agent and trustee for the Secured Creditors (hereinafter the “Security Agent ”),

4.

Smithfield Romania S.R.L. , a company duly incorporated and existing under the laws of Romania, with corporate address in Timişoara, Str. Polonă nr. 4, Etaj 1, Camera 4, Judeţul Timiş, registered in Timiş Trade Registry under No. J35/2260/2004, Unique Registration Code 14842327 (the “ Subsidiary ”),

(A)

A Euros 300,000,000 multicurrency revolving facility agreement (the Facility Agreement ) has been entered into on 22 August 2006 between, among others, Smithfields Foods, Inc. as the Company, Smithfield Capital Europe BV, as Borrower and other companies of the Group as Guarantors, BNP Paribas and Société Générale Corporate & Investment Banking as Arrangers and Société Générale as Agent and Security Agent (all these terms as defined under the Facility Agreement);

(B)

Smithfield International Investments, Inc. is the owner of 15,235,719 shares in the Subsidiary, representing 99.99999% of the share capital of the Subsidiary;

(C)

Cold Field Investments LLC. is the owner of 1 share in the Subsidiary, representing 0.00001% of the share capital of the Subsidiary;

(D)

The Pledgors are together the owners of 15,235,720 shares in the Subsidiary, representing 100% of the share capital of the Subsidiary;

(E)

The Parties entered or may enter into other agreements designated in the Facility Agreement as the Finance Documents (which include this Agreement and the Facility Agreement);

(F)

Pursuant to the terms set forth under the Facility Agreement, the Pledgors have undertaken to create a pledge in favour of the Secured Creditors over all of their shares in the Subsidiary as security for the Obligors’ full and punctual compliance with their obligations, whether present or future, under the Facility Agreement, together with all costs and expenses which arise from the protection, conservation and execution of the Secured Creditors’ respective rights deriving from the Facility Agreement,

1.

Definitions and Interpretations

1.1

Wherever used in this Agreement (including the Preambles and description of the Parties above), the capitalised terms used herein shall have the following meanings:

1.2.

Any other capitalized term used but not otherwise defined herein shall have the meaning ascribed to them in the Facility Agreement.

(b)

In this Agreement, a reference to a specified Article or Annex shall be construed as a reference to the relevant Article or Annex in this Agreement.

(c)

In this Agreement, a reference (i) to an amendment or to an agreement being amended includes a supplement, variation, assignment, novation, restatement or re-enactment, and (ii) to an agreement shall be construed as a reference to such agreement as it may be amended from time to time.

(d)

In this Agreement, any reference to “law” without mentioning a specific law means any law, treaty, constitution, statute, legislation, decree, normative act, rule, regulation, or other legislative enactment in any jurisdiction, which has the force of law or the compliance with which is in accordance with general practice in such jurisdiction.

(e)

In this Agreement, any reference to a provision of law is a reference to that provision as from time to time amended or re-enacted.

(f)

In this Agreement, a reference to a “person” includes any person, natural or judicial entity, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing and references to a “person” include its successors in title, permitted transferees and permitted assigns.

(g)

In this Agreement, “including” and “include” shall be deemed to be followed by “without limitation”.

2.

General Covenants on Execution of Secured Obligations

2.1

Each of the Pledgors hereby irrevocably and unconditionally waives:

(a)

any right to require the Secured Creditors or the Security Agent on their behalf to (i) proceed first against the other Pledgor, any of the Obligors, the Subsidiary or any other person whatsoever, or (ii) proceed against or exhaust any security or guarantee given to or held by the Secured Creditors or the Security Agent in connection with the Secured Obligations, or (iii) pursue any other remedy in the Secured Creditors’ or the Security Agent’s power whatsoever; and

(b)

any other rights of objections and defence and all other suretyship defences under applicable law, to the extent permitted by the applicable law.

2.2

Notwithstanding any other provision of this Agreement, in case of any enforcement by the Security Agent, the obligation of paying and discharging the Secured Obligations undertaken under this Agreement will be however limited to the value of the proceeds resulting from the sale of the Shares and, if applicable, of the Additional Shares. For the avoidance of doubt, if the value of

such proceeds is less than the value of the Secured Obligations, the Secured Obligations shall remain due and payable by the relevant Obligors to the extent they are not paid and discharged with such proceeds.

2.3

For the purpose of Article 15 of the Security Interests Law, the Parties hereby establish in good-faith and further agree that, without limitation on the rights of the Secured Creditors to receive in full the payment of the Secured Obligations, the maximum value of the amount secured and guaranteed pursuant to this Agreement is € 450,000,000 (it being acknowledged that such limit is inserted for the purposes of Romanian law and is not intended to in any way limit or vary the amount recoverable from the Pledgors/Obligors under any Finance Documents in accordance with the terms of such Finance Document) (the “ Maximum Secured Amount ”).

3.

The Pledge

3.1.

As irrevocable and unconditional security for the payment and performance in full of all Secured Obligations, each of the Pledgors hereby creates in favour of the Security Agent a first rank priority pledge over its Shares, as well as over any Additional Shares issued to or acquired by it (the “ Pledge ”).

3.2.

The Pledge includes any and all present and future rights, title and interests of each Pledgor in relation to its Shares and to its Additional Shares at any time during the Security Period.

3.3.

The Pledge established hereunder shall remain in full force and effect during the entire Security Period.

3.4.

The obligations of the Pledgors under this Agreement are jointly undertaken.

4.

Registration of the Pledge

4.1

Within three (3) Business Days of the date of this Agreement, the Pledgors shall submit to the Archive all notices, applications and statements necessary for registering the Pledge as a first ranking priority pledge over the Shares in favour of the Security Agent and shall provide the Security Agent with evidence that this obligation has been complied with in the form of a security standard notice issued by the Archive, to be delivered within five (5) Business Days of the date of this Agreement.

4.2

Notwithstanding Article 4.1 above, the Pledgors shall ensure that, within three (3) Business Days of the date of this Agreement, the Pledge shall also be registered with the register of Shares maintained by the Subsidiary, and the Security Agent shall receive a certified copy of the relevant excerpt from such register of Shares evidencing the establishment of the Pledge, within five (5) Business Days of the date of this Agreement.

4.3

Without prejudice to any provision of the Facility Agreement on costs and expenses, the Pledgors agree to pay for, within three Business Days of demand of the Security Agent, all costs and expenses reasonably incurred by the Security Agent in connection with any registration and filing of this Agreement.

4.4

Within ten (10) Business Days of any of the Pledgors becoming the holder of any Additional Shares in the Subsidiary, the Pledgors shall execute and deliver to the Security Agent an amendment agreement in the form attached hereto as Annex C (the “ Amendment Agreement ”) to which shall be attached:

(i)

an original excerpt from the relevant Romanian Trade Registry evidencing all of the Shares in the Subsidiary held by the Pledgors (including the Additional Shares which have most recently triggered the operation of this Article 4.4) (the “ Substitute Annex A ”); and

(ii)

a certified copy of the excerpt from the register of Shares maintained by the Subsidiary evidencing all of the Shares in the Subsidiary held by the Pledgors (including the Additional Shares which have most recently triggered the operation of this Article 4.4) (the “ Substitute Annex B ”),

(a)

within three (3) Business Days of the Security Agent executing and delivering to the Pledgors an Amendment Agreement (the “ Relevant Date ”), the Pledgors shall submit to the Archive all notices, applications and statements (e.g. the request for extension of guarantee – in Romanian, aviz de extindere a garantie ) necessary for registering the Pledge as a first ranking priority pledge over the Shares (as the same shall have been amended by the Amendment Agreement and substitution of the relevant Substitute Annex A for Annex A) in favour of the Security Agent and shall provide to the Security Agent relevant evidence that this obligation has been complied with in the form of a security standard notice issued by the Archive, such notice to be delivered within five (5) Business Days of the Relevant Date;

(b)

notwithstanding Article 4.4(a) above, the Pledgors shall ensure that, within three (3) Business Days of the Relevant Date, the Pledge (as amended by the Amendment Agreement) shall be registered into the register of Shares maintained by the Subsidiary, and the Security Agent shall receive from the Pledgors a certified copy of the relevant excerpt from such register of Shares evidencing the establishment of the Pledge within five (5) Business Days of the Relevant Date;

(c)

any Substitute Annex A attached to an Amendment Agreement executed by the Security Agent shall become an integral part hereof to the exclusion of the then current Annex A or Substitute Annex A (as the case may be); and

(d)

any Substitute Annex B attached to an Amendment Agreement executed by the Security Agent shall become an integral part hereof to the exclusion of the then current Annex B or Substitute Annex B (as the case may be).

5.

Exercise of the Related Rights

6.

Continuing security

6.1

The Pledge constituted by this Agreement shall:

(i)

be a continuing encumbrance for the due payment and discharge in full of the Secured Obligations and such encumbrance shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations or any other matter or thing whatsoever;

(ii)

extend to cover the ultimate balance due at any time by the Pledgors/Obligors under or in respect of t