Exhibit 10.5



 Exhibit 10.5 
 CONFIRMATION 
  

			
	Date:	  	July 1, 2008
		
	To:	  	Smithfield Foods, Inc. (“Counterparty”)
		
	Telefax No.:	  	757-365-3070
		
	Attention:	  	Carey Dubois
		
	From:	  	Goldman, Sachs & Co. ( “Bank”)
		
	Telefax No.:	  	212-615-8985

 Transaction Reference Number: SDB1627576183 
 The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced Transaction
entered into on the Trade Date specified below between you and us. This Confirmation supplements, forms a part of, and is subject to the Master Terms and Conditions for Convertible Bond Hedging Transactions dated as of July 1, 2008 and as
amended from time to time (the “Master Confirmation”) between you and us. 
 1. The definitions and provisions contained in
the Definitions (as such term is defined in the Master Confirmation) and in the Master Confirmation are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation will govern. 
 2. The particular Transaction to which this Confirmation relates is entered into as part of an integrated
hedging transaction of the Convertible Notes pursuant to the provisions of Treasury Regulation Section 1.1275-6. 
 3. The particular
Transaction to which this Confirmation relates shall have the following terms: 
  

			
	Trade Date:	  	July 1, 2008
		
	Premium:	  	USD25,714,500 (Premium per Unit USD73.47).
		
	Premium Payment Date:	  	July 8, 2008
		
	Convertible Notes:	  	4.00% Convertible Senior Notes of Counterparty due 2013, offered pursuant to Prospectus Supplement to be dated as of July 1, 2008 and issued pursuant to the Indenture.
		
	Number of Units:	  	350,000
		
	Strike Price:	  	As of any date, an amount in USD, rounded to the nearest cent (with 0.5 cents being rounded upwards), equal to USD1,000 divided by the Unit Entitlement.
		
	Applicable Percentage:	  	33 1/3%

  

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	Number of Shares:	  	The product of the Number of Units, the Unit Entitlement and the Applicable Percentage.
		
	Expiration Date:	  	June 30, 2013
		
	Unit Entitlement:	  	As of any date, a number of Shares per Unit equal to the Conversion Rate (as defined in the Indenture, but without regard to any adjustments to the Conversion Rate pursuant to the Excluded
Provisions of the Indenture).
		
	Indenture:	  	The second supplemental indenture to be dated as of July 1, 2008 (the “Indenture”) between Counterparty and U.S. Bank National Association, as trustee, pursuant to which the
Convertible Notes are to be issued, which supplements the senior indenture dated as of June 1, 2007, as amended and supplemented by the first supplemental indenture dated as of June 22, 2007. For the avoidance of doubt, references herein to sections
of the Indenture are based on the draft of the Indenture most recently reviewed by the parties at the time of execution of this Confirmation. If any relevant sections of the Indenture are changed, added or renumbered following execution of this
Confirmation but prior to the execution of the Indenture, the parties will amend this Confirmation in good faith to preserve the economic intent of the parties.
		
	Net Share Provision:	  	Section 9.01(c) of the Indenture
		
	Rounding Provision:	  	Section 9.01(d) of the Indenture
		
	Excluded Provisions:	  	Sections 9.02(f), 9.02(g) and 9.03 of the Indenture
		
	Dilution Provision:	  	Sections 9.02(a), (b), (c), (d) and (e) of the Indenture
		
	Merger Provision:	  	Clause (2) of the definition of Fundamental Change in Section 1.01 of the Indenture.
		
	Default Provisions:	  	Section 5.02 of the Indenture
		
	Early Unwind Date:	  	July 8, 2008, or such later date as agreed by the parties hereto.

  

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 4. Counterparty hereby agrees (a) to check this Confirmation promptly upon receipt so that errors or
discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Confirmation relates, by manually
signing this Confirmation and providing any other information requested herein or in the Master Confirmation and immediately returning an executed copy to Goldman, Sachs & Co., Equity Derivatives Documentation Department, Facsimile No.
(212) 428-1980/83. Hard copies should be returned to Goldman, Sachs & Co., One New York Plaza, New York, NY 10004, Attention: Equity Derivatives Documentation Department. 
 5. This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one
and the same instrument. 
  

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	Yours sincerely,
	
	GOLDMAN, SACHS & CO.
		
	By:	 	/s/ Claudia Downing
		 	Name:	 	Claudia Downing
		 	Title:	 	Vice President


  

					
	 Confirmed as of the
 date first above
written:
  
 SMITHFIELD FOODS, INC.

		
	By:	 	/s/ Carey J. Dubois
		 	Name: Carey J. Dubois
		 	Title: Vice President-Finance

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