Form of Guarantee Agreement



 EXHIBIT 4.10 
  
 GUARANTEE AGREEMENT 
  
 DATED AS OF            ,         

  
 BY AND BETWEEN 
  
 SMITHFIELD FOODS, INC., 
 AS GUARANTOR 
  
 AND 
  
                                     
    , 
 AS TRUSTEE 







 CROSS REFERENCE TABLE* 
  

	 SECTION OF TRUST
 INDENTURE ACT
OF
 1939, AS AMENDED

	  	 SECTION OF
GUARANTEE
AGREEMENT


	 310(a)
	  	4.1(a)
	 310(b)
	  	2.8; 4.1(c)
	 310(c)
	  	Inapplicable
	 311(a)
	  	2.2(b)
	 311(b)
	  	2.2(b)
	 311(c)
	  	Inapplicable
	 312(a)
	  	2.2(a); 2.9
	 312(b)
	  	2.2(b); 2.9
	 312(c)
	  	2.9
	 313(a)
	  	2.3
	 313(b)
	  	2.3
	 313(c)
	  	2.3
	 313(d)
	  	2.3
	 314(a)
	  	2.4
	 314(b)
	  	Inapplicable
	 314(c)
	  	2.5
	 314(d)
	  	Inapplicable
	 314(e)
	  	2.5
	 314(f)
	  	Inapplicable
	 315(a)
	  	3.1(d); 3.2(a)
	 315(b)
	  	2.7(a)
	 315(c)
	  	3.1(c)
	 315(d)
	  	3.1(d)
	 316(a)
	  	2.6; 5.4(a)
	 316(b)
	  	5.3
	 316(c)
	  	Inapplicable
	 317(a)
	  	2.10
	 317(b)
	  	Inapplicable
	 318(a)
	  	2.1(b)



	*	 	THIS CROSS-REFERENCE TABLE DOES NOT CONSTITUTE PART OF THE AGREEMENT AND SHALL NOT HAVE ANY BEARING UPON THE INTERPRETATION OF ANY OF ITS TERMS OR PROVISIONS.


  
  
  

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 TABLE OF CONTENTS 
  

	 	  	 	  	PAGE


	 ARTICLE 1 INTERPRETATION AND DEFINITIONS
	  	1
	 SECTION 1.1
	  	 INTERPRETATION AND DEFINITIONS
	  	1
		
	 ARTICLE 2 TRUST INDENTURE ACT
	  	 5

	 SECTION 2.1
	  	 TRUST INDENTURE ACT; APPLICATION
	  	5
	 SECTION 2.2
	  	 LISTS OF HOLDERS OF SECURITIES
	  	5
	 SECTION 2.3
	  	 REPORTS BY GUARANTEE TRUSTEE
	  	5
	 SECTION 2.4
	  	 PERIODIC REPORTS TO GUARANTEE TRUSTEE
	  	5
	 SECTION 2.5
	  	 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT
	  	6
	 SECTION 2.6
	  	 GUARANTEE EVENT OF DEFAULT; WAIVER
	  	6
	 SECTION 2.7
	  	 GUARANTEE EVENT OF DEFAULT; NOTICE
	  	6
	 SECTION 2.8
	  	 CONFLICTING INTERESTS
	  	6
	 SECTION 2.9
	  	 DISCLOSURE OF INFORMATION
	  	6
	 SECTION 2.10
	  	 GUARANTEE TRUSTEE MAY FILE PROOFS OF CLAIM
	  	6
		
	 ARTICLE 3 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE
	  	 7

	 SECTION 3.1
	  	 POWERS AND DUTIES OF GUARANTEE TRUSTEE
	  	7
	 SECTION 3.2
	  	 CERTAIN RIGHTS OF GUARANTEE TRUSTEE
	  	8
	 SECTION 3.3
	  	 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE
	  	10
		
	 ARTICLE 4 GUARANTEE TRUSTEE
	  	 10

	 SECTION 4.1
	  	 GUARANTEE TRUSTEE; ELIGIBILITY
	  	10
	 SECTION 4.2
	  	 APPOINTMENT, REMOVAL AND RESIGNATION OF GUARANTEE TRUSTEE
	  	11
		
	 ARTICLE 5 GUARANTEE
	  	 12

	 SECTION 5.1
	  	 GUARANTEE
	  	12
	 SECTION 5.2
	  	 WAIVER OF NOTICE AND DEMAND
	  	12
	 SECTION 5.3
	  	 OBLIGATIONS NOT AFFECTED
	  	12
	 SECTION 5.4
	  	 RIGHTS OF HOLDERS
	  	13
	 SECTION 5.5
	  	 GUARANTEE OF PAYMENT
	  	14
	 SECTION 5.6
	  	 SUBROGATION
	  	14
	 SECTION 5.7
	  	 INDEPENDENT OBLIGATIONS
	  	14
		
	 ARTICLE 6 LIMITATION OF TRANSACTIONS; SUBORDINATION
	  	 14

	 SECTION 6.1
	  	 LIMITATION OF TRANSACTIONS
	  	14
	 SECTION 6.2
	  	 RANKING
	  	15
	 SECTION 6.3
	  	 SUBORDINATION OF COMMON SECURITIES
	  	15
		
	 ARTICLE 7 TERMINATION
	  	 15


  

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	 SECTION 7.1
	  	 TERMINATION
	  	15
		
	 ARTICLE 8 INDEMNIFICATION
	  	15
	 SECTION 8.1
	  	 EXCULPATION
	  	15
	 SECTION 8.2
	  	 COMPENSATION, EXPENSES AND INDEMNIFICATION
	  	16
		
	 ARTICLE 9 MISCELLANEOUS
	  	16
	 SECTION 9.1
	  	 SUCCESSORS AND ASSIGNS
	  	16
	 SECTION 9.2
	  	 AMENDMENTS
	  	16
	 SECTION 9.3
	  	 NOTICES
	  	17
	 SECTION 9.4
	  	 BENEFIT
	  	17
	 SECTION 9.5
	  	 GOVERNING LAW
	  	17

  
  

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 GUARANTEE AGREEMENT 
  
 This GUARANTEE AGREEMENT (the “Guarantee”), dated as of
                    ,             , is executed and delivered by SMITHFIELD
FOODS, INC., a Virginia corporation (the “Guarantor”), and
                                        
        , a
                                , as trustee (the “Guarantee Trustee”),
for the benefit of the Holders (as defined herein) from time to time of the Securities (as defined herein) of SMITHFIELD CAPITAL TRUST I, a Delaware statutory trust (the “Trust”). 
  
 RECITALS 
  
 WHEREAS, pursuant to the Trust Agreement (as defined herein), the Trust is issuing on the date hereof
$            ,            ,            
aggregate liquidation amount of preferred securities, having a liquidation amount of $             per security and designated the
“        % Preferred Securities” [OR INSERT OTHER DESIGNATION] of the Trust (the “Preferred Securities”) and
$             aggregate liquidation amount of common securities, having a liquidation amount of $             per
security and designated the “            % Common Securities” of the Trust (the “Common Securities” and, together with the Preferred Securities, the
“Securities”); 
  
 WHEREAS, as incentive for the Holders
to purchase the Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth in this Guarantee, to pay to the Holders of the Securities the Guarantee Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein; and 
  
 WHEREAS, if a Trust Enforcement Event (as defined herein) has occurred and is continuing, the rights of holders of the Common Securities to receive Guarantee Payments (as defined herein) under this Guarantee are subordinated to the rights
of Holders of Preferred Securities to receive Guarantee Payments under this Guarantee; 
  
 NOW, THEREFORE, in consideration of the purchase by each Holder of Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee for the benefit
of the Holders. 
  
 ARTICLE 1 
 INTERPRETATION AND DEFINITIONS 
  
 SECTION 1.1 INTERPRETATION AND DEFINITIONS. In this Guarantee, unless the context otherwise requires: 
  
 (a) capitalized terms used in this Guarantee but not defined in the preamble
above have the respective meanings assigned to them in this Section 1.1; 
  
 (b) a term defined anywhere in this Guarantee has the same meaning throughout; 
  
 (c) all references to “the Guarantee” or “this Guarantee” are to this Guarantee as modified, supplemented or amended from time to
time; 







 (d) all references in this Guarantee to Articles, Sections and Recitals are to Articles, Sections and
Recitals of this Guarantee, unless otherwise specified; 
  
 (e)
unless otherwise defined in this Guarantee, a term defined in the Trust Indenture Act has the same meaning when used in this Guarantee; 
  
 (f) a reference to the singular includes the plural and vice versa and a reference to any masculine form of a term shall include the feminine form of a
term, as applicable; and 
  
 (g) the following terms have the
following meanings: 
  
 “AFFILIATE” has the same
meaning as given to that term in Rule 405 of the Securities Act of 1933, as amended, or any successor rule thereunder. 
  
 “BUSINESS DAY” has the meaning specified in the Trust Agreement. 
  
 “COMMON SECURITIES” has the meaning specified in the Recitals hereto. 
  
 “CORPORATE TRUST OFFICE” means the office of the Guarantee Trustee
at which at any particular time its corporate trust business shall be principally administered, which office at the date of execution of this Guarantee is located at
                                     ,
Attention:                     . 
  
 “COVERED PERSON” means a Holder or beneficial owner of Securities. 
  
 “GLOBAL SECURITY” means a fully registered, global Preferred Security representing the Preferred Securities.

  
 “GUARANTEE EVENT OF DEFAULT” means a default by the
Guarantor on any of its payment or other obligations under this Guarantee. 
  
 “GUARANTEE PAYMENTS” means the following payments or distributions, without duplication, with respect to the Securities, to the extent not paid by or on behalf of the Trust: (i) any accumulated and unpaid
Distributions (as defined in the Trust Agreement) that are required to be paid on such Securities to the extent the Trust has sufficient funds available therefor at the time, (ii) the Redemption Price, including all accumulated and unpaid
Distributions to the date of redemption, with respect to any Securities called for redemption by the Trust, to the extent the Trust shall have sufficient funds available therefor at the time or (iii) upon a voluntary or involuntary dissolution,
winding-up or termination of the Trust (other than in connection with the distribution of Junior Subordinated Debentures to the Holders in exchange for Securities as provided in the Trust Agreement), the lesser of (a) the aggregate of the
liquidation amount and all accumulated and unpaid Distributions on the Securities to the date of payment, to the extent the Trust has sufficient funds available therefor and (b) the amount of assets of the Trust remaining available for distribution
to Holders in liquidation of the Trust (in either case, the “Liquidation Distribution”). 
  

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 “GUARANTEE TRUSTEE” means
                                    , until a successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee and thereafter means each such Successor Guarantee Trustee. 
  
 “HOLDER” means any holder of Securities, as registered on the books and records of the Trust; provided, however,
that, in determining whether the Holders of the requisite percentage of Preferred Securities have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor or any Affiliate of the Guarantor or any
other obligor on the Preferred Securities; and provided further that in determining whether the Holders of the requisite liquidation amount of Preferred Securities have voted on any matter provided for in this Guarantee, then for the purpose of such
determination only (and not for any other purpose hereunder), if the Preferred Securities remain in the form of one or more Global Certificates (as defined in the Trust Agreement) and if the Depositary which is the holder of such Global Securities
has sent an omnibus proxy to the Trust assigning voting rights to Depositary Participants (as defined in the Trust Agreement) to whose accounts the Preferred Securities are credited on the record date, the term “Holders” shall mean such
Depositary Participants acting at the direction of the Beneficial Owners (as defined in the Trust Agreement). 
  
 “INDEMNIFIED PERSON” means the Guarantee Trustee, any Affiliate of the Guarantee Trustee, or any officers, directors, shareholders, members,
partners, employees, representatives, nominees, custodians or agents of the Guarantee Trustee. 
  
 “INDENTURE” means the Indenture (Subordinated Debt Securities) relating to the Junior Subordinated Debentures, dated as of
                         , 200_, by and between Smithfield Foods, Inc., and
                                , as Trustee, as supplemented and amended by a First
Supplemental Indenture dated as of                          , 200_, and as further amended or supplemented by any
other indenture supplemental thereto, pursuant to which the Junior Subordinated Debentures are to be issued to the Property Trustee as defined in the Trust Agreement. 
  
 “JUNIOR SUBORDINATED DEBENTURES” means the series of junior subordinated debentures to be issued by Smithfield
Foods, Inc., designated the “            % Junior Subordinated Debentures due             ” held by the
Property Trustee as defined in the Trust Agreement. 
  
 “LIST
OF HOLDERS” has the meaning assigned to it in Section 2.2 hereof. 
  
 “MAJORITY IN LIQUIDATION AMOUNT” means, except as provided in the terms of the Preferred Securities or by the Trust Indenture Act, Holder(s) of outstanding Securities, voting together as a single class, or, as the context may
require, Holders of outstanding Preferred Securities or Holders of outstanding Common Securities, voting separately as a class, who are the record owners of more than 50% of the aggregate liquidation amount (including the stated amount that would be
paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class. In determining whether the Holders of the
requisite amount of Securities have voted, Securities which are owned by the Guarantor or any Affiliate of the Guarantor or any other obligor on the Securities shall be disregarded for the purpose of any such determination. 
  

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 “OFFICERS’ CERTIFICATE” means, with respect to any Person, a certificate signed on behalf
of such Person by two Authorized Officers (as defined in the Trust Agreement) of such Person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee shall include: 

 
 (a) a statement that each officer signing the Officers’ Certificate
has read the covenant or condition and the definitions relating thereto; 
  
 (b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer on behalf of such Person in rendering the Officers’ Certificate; 
  
 (c) a statement that each such officer has made such examination or
investigation as, in such officer’s opinion, is necessary to enable such officer on behalf of such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
  
 (d) a statement as to whether, in the opinion of each such officer acting on
behalf of such Person, such condition or covenant has been complied with. 
  
 “PERSON” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity of whatever nature. 
  
 “PREFERRED SECURITIES” has the meaning specified in the Recitals hereto. 
  
 “REDEMPTION PRICE” has the meaning specified in the Trust Agreement. 
  
 “RESPONSIBLE OFFICER” means, with respect to the Guarantee Trustee,
any officer with direct responsibility for the administration of this Guarantee and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and
familiarity with the particular subject. 
  
 “SECURITIES” has the meaning specified in the Recitals hereto. 
  
 “SUCCESSOR GUARANTEE TRUSTEE” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1. 
  
 “TRUST AGREEMENT” means the Amended and Restated Trust Agreement, dated as of
                             ,
            , as amended, modified or supplemented from time to time, among the trustees of the Trust named therein, the Guarantor, as sponsor, and the Holders, from time to time, of
undivided beneficial ownership interests in the assets of the Trust. 
  
 “TRUST ENFORCEMENT EVENT” in respect of the Securities means an Event of Default (as defined in the Indenture) has occurred and is continuing in respect of the Junior Subordinated Debentures. 
  

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 “TRUST INDENTURE ACT” means the Trust Indenture Act of 1939, as amended from time to time, or
any successor legislation. 
  
 ARTICLE 2 
 TRUST INDENTURE ACT 
  
 SECTION 2.1 TRUST INDENTURE ACT; APPLICATION. 
  
 (a) This Guarantee is subject to the provisions of the Trust Indenture Act that are required to be part of this Guarantee and shall, to the extent
applicable, be governed by such provisions. 
  
 (b) If and to the
extent that any provision of this Guarantee limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control. 
  
 SECTION 2.2 LISTS OF HOLDERS OF SECURITIES. 
  
 (a) The Guarantor shall provide the Guarantee Trustee (i) except while the
Preferred Securities are represented by one or more Global Securities, at least one Business Day prior to the date for payment of Distributions, a list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the
Holders of the Securities (“List of Holders”) as of the record date relating to the payment of such Distributions, and (ii) at any other time, within 30 days of receipt by the Guarantor of a written request from the Guarantee Trustee for a
List of Holders as of a date no more than 15 days before such List of Holders is given to the Guarantee Trustee; provided that the Guarantor shall not be obligated to provide such List of Holders at any time the List of Holders does not differ from
the most recent List of Holders given to the Guarantee Trustee by the Guarantor. The Guarantee Trustee shall preserve, in as current a form as is reasonably practicable, all information contained in Lists of Holders given to it, provided that the
Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders. 
  
 (b) The Guarantee Trustee shall comply with its obligations under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act. 
  
 SECTION 2.3 REPORTS BY GUARANTEE TRUSTEE. Within 60 days after September 15
of each year (commencing with the year of the first anniversary of the issuance of the Securities), the Guarantee Trustee shall provide to the Holders of the Securities such reports as are required by Section 313(a) of the Trust Indenture Act (if
any) in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the other requirements of Section 313 of the Trust Indenture Act. The Guarantor shall promptly notify the Guarantee
Trustee when the Securities are listed on any stock exchange. 
  
 SECTION 2.4 PERIODIC REPORTS TO GUARANTEE TRUSTEE. The Guarantor shall provide to the Guarantee Trustee such documents, reports and information as required by Section 314(a) (if any) of the Trust Indenture Act and the compliance certificate
required by 
  

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 Section 314(a)(4) of the Trust Indenture Act in the form, in the manner and at the times required by Section 314(a) of
the Trust Indenture Act, provided that such compliance certificate shall be delivered on or before 120 days after the end of each calendar year of the Guarantor. 
  
 SECTION 2.5 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. The Guarantor shall provide to the Guarantee Trustee such
evidence of compliance with any conditions precedent, if any, provided for in this Guarantee that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate. 
  
 SECTION 2.6 GUARANTEE EVENT OF DEFAULT; WAIVER. The Holders of a Majority in Liquidation Amount of the Securities may, by vote or written consent, on behalf of the Holders of all of the Securities, waive any past
Guarantee Event of Default and its consequences. Upon such waiver, any such Guarantee Event of Default shall cease to exist, and any Guarantee Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this
Guarantee, but no such waiver shall extend to any subsequent or other default or Guarantee Event of Default or impair any right consequent thereon. 
  
 SECTION 2.7 GUARANTEE EVENT OF DEFAULT; NOTICE. 
  
 (a) The Guarantee Trustee shall, within 90 days after the occurrence of a Guarantee Event of Default actually known to a Responsible Officer of the
Guarantee Trustee, transmit by mail, first class postage prepaid, to the Holders of the Securities, notices of all such Guarantee Events of Default, unless such defaults have been cured before the giving of such notice; provided, that the Guarantee
Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities. 
  
 (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Guarantee Event of Default unless a Responsible Officer of the Guarantee Trustee charged with the administration of this Guarantee shall have received written notice from the Guarantor or a Holder of such Event of Default or obtained actual
knowledge thereof. 
  
 SECTION 2.8 CONFLICTING INTERESTS. The
Trust Agreement shall be deemed to be specifically described in this Guarantee for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act. 
  
 SECTION 2.9 DISCLOSURE OF INFORMATION. The disclosure of information as to the names and addresses of the Holders of the
Securities in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, shall not be deemed to be a violation of any existing law, or any law hereafter enacted which does not
specifically refer to Section 312 of the Trust Indenture Act, nor shall the Guarantee Trustee be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act. 
  
 SECTION 2.10 GUARANTEE TRUSTEE MAY FILE PROOFS OF CLAIM. Upon the occurrence
of a Guarantee Event of Default, the Guarantee Trustee is hereby 
  

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 authorized to (a) recover judgment, in its own name and as trustee of an express trust, against the Guarantor for the
whole amount of any Guarantee Payments remaining unpaid and (b) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have its claims and those of the Holders of the Securities allowed in any judicial
proceedings relative to the Guarantor, its creditors or its property. 
  
 ARTICLE 3 
 POWERS, DUTIES AND RIGHTS OF 
 GUARANTEE TRUSTEE 
  
 SECTION 3.1 POWERS AND DUTIES OF GUARANTEE TRUSTEE. 
  
 (a) This Guarantee shall be held by the Guarantee Trustee on behalf of the Trust for the benefit of the Holders of the Securities, and the Guarantee Trustee shall not transfer this Guarantee to any Person except a Holder of Securities
exercising his or her rights pursuant to Section 5.4(b) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Successor Guarantee Trustee. The right, title and interest of the Guarantee
Trustee in and to this Guarantee shall automatically vest in any Successor Guarantee Trustee, and such vesting and succession of title shall be effective whether or not conveyance documents have been executed and delivered pursuant to the
appointment of such Successor Guarantee Trustee. 
  
 (b) If a
Guarantee Event of Default actually known to a Responsible Officer of the Guarantee Trustee has occurred and is continuing, the Guarantee Trustee shall be entitled to enforce this Guarantee for the benefit of the Holders of the Securities.

  
 (c) The Guarantee Trustee, before the occurrence of any
Guarantee Event of Default and after the curing of all Guarantee Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee, and no implied covenants or duties shall be read
into this Guarantee against the Guarantee Trustee. In case a Guarantee Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6) and is actually known to a Responsible Officer of the Guarantee Trustee, the Guarantee
Trustee shall exercise such of the rights and powers vested in it by this Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her
own affairs. 
  
 (d) No provision of this Guarantee shall be
construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 
  
 (i) prior to the occurrence of any Guarantee Event of Default and after the curing or waiving of all such
Guarantee Events of Default that may have occurred: 
  
 (A) the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee, and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are
specifically set forth in this Guarantee, and no implied 
  

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 covenants or obligations shall be read into this Guarantee against the Guarantee Trustee; and 

 
 (B) in the absence of bad faith on the part of the
Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the
requirements of this Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Guarantee; 
  
 (ii) the Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the Guarantee Trustee was negligent in
ascertaining the pertinent facts upon which such judgment was made; 
  
 (iii) the Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation
Amount of the Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee; and

  
 (iv) no provision of this Guarantee shall
require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable
grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Guarantee or if the Guarantee Trustee shall have reasonable grounds for believing that an indemnity, reasonably satisfactory
to the Guarantee Trustee, against such risk or liability is not reasonably assured to it under the terms of this Guarantee. 
  
 SECTION 3.2 CERTAIN RIGHTS OF GUARANTEE TRUSTEE. 
  
 (a) Subject to the provisions of Section 3.1: 
  
 (i) The Guarantee Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting upon, any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented
by the proper party or parties; 
  
 (ii) Any
direction or act of the Guarantor contemplated by this Guarantee shall be sufficiently evidenced by an Officers’ Certificate; 
  

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 (iii) Whenever, in the administration of this Guarantee, the Guarantee Trustee shall deem
it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and
conclusively rely upon an Officers’ Certificate which, upon receipt of such request, shall be promptly delivered by the Guarantor; 
  
 (iv) The Guarantee Trustee shall have no duty to see to any recording, filing or registration or any instrument (or any rerecording,
refiling or re-registration thereof); 
  
 (v) The
Guarantee Trustee may consult with counsel, and the advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good
faith and in accordance with such advice or opinion. Such counsel may be counsel to the Guarantor or any of its Affiliates and may include any of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning
the administration of this Guarantee from any court of competent jurisdiction; 
  
 (vi) The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee at the
request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee such security and indemnity, reasonably satisfactory to the Guarantee Trustee, against the costs, expenses (including attorneys’ fees and
expenses and the expenses of the Guarantee Trustee’s agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the
Guarantee Trustee; provided, that nothing contained in this Section 3.2(a)(vi) shall be taken to relieve the Guarantee Trustee, upon the occurrence of a Guarantee Event of Default, of its obligation to exercise the rights and powers vested in it by
this Guarantee in the manner provided by Section 3.1(c); 
  
 (vii) The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit; 
  
 (viii) The Guarantee Trustee may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder; 
  
 (ix)
Any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders, and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action. No third party shall be required
to inquire as to the authority of the Guarantee Trustee to so act or as to its compliance with 

  

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any of the terms and provisions of this Guarantee, both of which shall be conclusively evidenced by the Guarantee Trustee’s or its agent’s taking
such action; and 
  
 (x) Whenever in the
administration of this Guarantee, the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee (A) may request written instructions
from the Holders of a Majority in Liquidation Amount of the Securities, (B) may refrain from enforcing such remedy or right or taking such other action until such written instructions are received and (C) shall be protected in conclusively relying
on or acting in accordance with such written instructions. 
  
 (b)
No provision of this Guarantee shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be
illegal, or in which the Guarantee Trustee shall be unqualified or incompetent to act in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority
available to the Guarantee Trustee shall be construed to be a duty. 
  
 SECTION 3.3 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE. The recitals contained in this Guarantee shall be taken as the statements of the Guarantor, and the Guarantee Trustee does not assume any responsibility for their
correctness. The Guarantee Trustee makes no representations as to the validity or sufficiency of this Guarantee. 
  
 ARTICLE 4 
 GUARANTEE TRUSTEE 
  
 SECTION 4.1 GUARANTEE TRUSTEE; ELIGIBILITY. 
  
 (a) There shall be at all times a Guarantee Trustee which shall: 

 
 (i) not be an Affiliate of the Guarantor; and 

 
 (ii) be a corporation organized and doing business under
the laws of the United States of America or any state or territory thereof or of the District of Columbia, or a corporation or other Person permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust
Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by federal, state, territorial or
District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then, for the purposes of this Section
4.1(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. 
  

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 (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the
Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2(c). 
  
 (c) If the Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act,
the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act, subject to the penultimate paragraph thereof. 
  
 SECTION 4.2 APPOINTMENT, REMOVAL AND RESIGNATION OF GUARANTEE TRUSTEE. 
  
 (a) Subject to Section 4.2(b), unless a Guarantee Event of Default shall
have occurred and be continuing, the Guarantee Trustee may be appointed or removed with or without cause at any time by the Guarantor. If a Guarantee Event of Default has occurred and is continuing, the Guarantee Trustee may be appointed or removed
by the Holders of a Majority in Liquidation Amount of the Preferred Securities. 
  
 (b) The Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such
Successor Guarantee Trustee and delivered to the Guarantor. 
  
 (c) The Guarantee Trustee appointed to office shall hold such office until a Successor Guarantee Trustee shall have been appointed or until its removal or resignation. The Guarantee Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument in writing executed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Guarantee Trustee has been appointed and has accepted such appointment by
instrument in writing executed by such Successor Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee Trustee. 
  
 (d) If no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to
the Guarantor of an instrument of removal or resignation, the removed or resigning Guarantee Trustee may petition any court of competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon, after prescribing such
notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee. 
  
 (e) No Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Guarantee Trustee. 
  
 (f) Upon termination of this Guarantee or removal or resignation of the Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the
Guarantee Trustee all amounts owing for fees and reimbursement of expenses which have accrued to the date of such termination, removal or resignation. 
  

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 ARTICLE 5 
 GUARANTEE 
  
 SECTION 5.1
GUARANTEE. 
  
 The Guarantor irrevocably and unconditionally
agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Trust), as and when due, regardless of any defense, right of set-off or counterclaim that the Trust may have or assert. The
Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Trust to pay such amounts to the Holders. Notwithstanding anything to the contrary
herein, the Guarantor retains all of its rights under the Indenture to (i) extend the interest payment period on the Junior Subordinated Debentures pursuant to Section 2.10 thereof and the Guarantor shall not be obligated hereunder to make any
Guarantee Payments during any Extension Period (as defined in the certificate evidencing the Junior Subordinated Debentures) with respect to the Distributions (as defined in the Trust Agreement) on the Securities and (ii) change the maturity date of
the Junior Subordinated Debentures to the extent permitted by the Indenture. 
  
 SECTION 5.2 WAIVER OF NOTICE AND DEMAND. 
  
 The Guarantor hereby waives notice of acceptance of this Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Trust or
any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands. 
  
 SECTION 5.3 OBLIGATIONS NOT AFFECTED. 
  
 The obligations, covenants, agreements and duties of the Guarantor under this Guarantee shall be absolute and unconditional
and shall remain in full force and effect until the entire liquidation amount of all outstanding Securities shall have been paid and such obligation shall in no way be affected or impaired by reason of the happening from time to time of any event,
including without limitation, the following, whether or not with notice to, or the consent of, the Guarantor: 
  
 (a) The release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant,
term or condition relating to the Securities to be performed or observed by the Trust; 
  
 (b) The extension of time for the payment by the Trust of all or any portion of the Distributions, Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Securities or the
extension of time for the performance of any other obligation under, arising out of, or in connection with the Securities (other than an extension of time for payment of Distributions, Redemption Price, Liquidation Distribution or other sum payable
that results from the extension of any interest payment period on the Junior Subordinated Debentures or any change to the maturity date of the Junior Subordinated Debentures permitted by the Indenture); 
  

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 (c) Any failure, omission, delay or lack of diligence on the part of the Property Trustee or the Holders
to enforce, assert or exercise any right, privilege, power or remedy conferred on the Property Trustee or the Holders pursuant to the terms of the Securities, or any action on the part of the Trust granting indulgence or extension of any kind;

  
 (d) The voluntary or involuntary liquidation, dissolution,
sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Trust or any of the a sets of the
Trust; 
  
 (e) Any invalidity of, or defect or deficiency in, the
Securities; 
  
 (f) The settlement or compromise of any obligation
guaranteed hereby or hereby incurred; or 
  
 (g) Any other
circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any
and all circumstances. 
  
 There shall be no obligation of the
Guarantee Trustee or the Holders to give notice to, or obtain consent of the Guarantor or any other Person with respect to the happening of any of the foregoing. 
  
 No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind or nature that the Guarantor
has or may have against any Holder shall be available hereunder to the Guarantor against such Holder to reduce the payments to it under this Guarantee. 
  
 SECTION 5.4 RIGHTS OF HOLDERS. 
  
 (a) The Holders of at least a Majority in Liquidation Amount of the Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee or to direct the exercise of any trust or power conferred upon the Guarantee Trustee under this Guarantee, provided, that, subject to Section 3.1, the
Guarantee Trustee shall have the right to decline to follow any such direction if the Guarantee Trustee shall determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Guarantee
Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Guarantee Trustee in good faith by a Responsible Officer or Responsible Officers of the Guarantee Trustee shall determine that
the action or proceedings so directed would involve the Guarantee Trustee in personal liability. 
  
 (b) If the Guarantee Trustee fails to enforce this Guarantee, then any Holder of Securities may, subject to the subordination provisions of Section 6.2,
institute a legal proceeding directly against the Guarantor to enforce the Guarantee Trustee’s rights under this Guarantee without first instituting a legal proceeding against the Trust, the Guarantee Trustee or 
  

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any other person or entity. In addition, if the Guarantor has failed to make a Guarantee Payment, a Holder of Securities may, subject to the subordination
provisions of Section 6.2, directly institute a proceeding against the Guarantor for enforcement of the Guarantee for such payment to the Holder of the Securities of the principal of or interest on the Junior Subordinated Debentures on or after the
respective due dates specified in the Junior Subordinated Debentures, and the amount of the payment will be based on the Holder’s pro rata share of the amount due and owing on all of the Securities. The Guarantor hereby waives any right or
remedy to require that any action on this Guarantee be brought first against the Trust or any other person or entity before proceeding directly against the Guarantor. 
  
 SECTION 5.5 GUARANTEE OF PAYMENT. 
  

This Guarantee creates a guarantee of payment and not of collection. 
  
 SECTION 5.6 SUBROGATION. 
  
 The Guarantor shall be subrogated to all (if any) rights of the Holders of Securities against the Trust in respect of any amounts paid to such Holders by
the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation
of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Guarantee Trustee for the benefit of the Holders. 
  
 SECTION 5.7 INDEPENDENT OBLIGATIONS. 
  
 The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Trust with respect to
the Securities, and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections 5.3(a) through
5.3(g), inclusive, hereof. 
  
 ARTICLE 6 
 LIMITATION OF TRANSACTIONS; SUBORDINATION 
  
 SECTION 6.1 LIMITATION OF TRANSACTIONS. 
  
 So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the Junior
Subordinated Debentures, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the Junior Subordinated Debentures and shall
not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock or (y) make any 
  

 14 








 payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor
that rank on a parity with or junior in interest to the Junior Subordinated Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks on
a parity with or junior in interest to the Junior Subordinated Debentures (other than (a) dividends or distributions in common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a shareholders’
rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee, and (d) purchases of common stock related to the issuance of common
stock or rights under any of the Guarantor’s benefit plans). 
  
 SECTION 6.2 RANKING. 
  
 This Guarantee will constitute
an unsecured obligation of the Guarantor and will rank subordinate and junior in right of payment to all Senior Indebtedness of the Company (as defined in the Indenture) of the Guarantor in the same manner and to the same extent as set forth in
Article XIV of the Indenture. 
  
 SECTION 6.3 SUBORDINATION OF
COMMON SECURITIES. 
  
 If a Trust Enforcement Event has occurred
and is continuing under the Trust Agreement, the rights of the holders of the Common Securities to receive Guarantee Payments hereunder shall be subordinated to the rights of the Holders of the Preferred Securities to receive Guarantee Payments
under this Guarantee. 
  
 ARTICLE 7 
 TERMINATION 
  
 SECTION 7.1 TERMINATION. 
  
 This Guarantee shall terminate upon (i) full payment of the Redemption Price of all Securities, (ii) distribution of the Junior Subordinated Debentures to
the Holders of all the Securities or (iii) full payment of the amounts payable in accordance with the Trust Agreement upon liquidation of the Trust. Notwithstanding the foregoing, this Guarantee will continue to be effective or will be reinstated,
as the case may be, if at any time any Holder of Securities must restore payment of any sums paid under the Securities or under this Guarantee. 
  
 ARTICLE 8 
 INDEMNIFICATION

  
 SECTION 8.1 EXCULPATION. 
  
 (a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Guarantor or any Covered Person for any loss, damage, liability, expense or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Guarantee
and in a manner that such Indemnified 
  

 15 








 Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Guarantee
or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person’s negligence or willful misconduct with respect to such acts or omissions. 
  
 (b) An Indemnified Person shall be fully protected in relying in good faith
upon the records of the Guarantor and upon such information, opinions, reports or statements presented to the Guarantor by any Person as to matters the Indemnified Person reasonably believes are within such other Person’s professional or expert
competence including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which Distributions to Holders of
Securities might properly be paid. 
  
 SECTION 8.2 COMPENSATION,
EXPENSES AND INDEMNIFICATION. 
  
 (a) The Guarantor agrees to pay
to the Guarantee Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and to
reimburse the Guarantee Trustee upon request for all reasonable expenses, disbursements and advances (including the reasonable fees and expenses of its attorneys and agents) incurred or made by the Guarantee Trustee in accordance with any provision
of this Guarantee. 
  
 (b) The Guarantor agrees to indemnify each
Indemnified Person for, and to hold each Indemnified Person harmless against any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this
Guarantee, including the costs and expenses including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

  
 (c) The obligations of the Guarantor under this Section 8.2
shall survive the termination of this Guarantee. 
  
 ARTICLE 9

 MISCELLANEOUS 
  
 SECTION 9.1 SUCCESSORS AND ASSIGNS. 
  
 All guarantees and agreements contained in this Guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and
shall inure to the benefit of the Holders of the Securities then outstanding. Except in connection with a consolidation, merger, sale or conveyance involving the Guarantor that is permitted by Article VIII of the Indenture and pursuant to which the
successor or assignee agrees in writing to perform the Guarantor’s obligations hereunder, the Guarantor shall not assign its obligations hereunder. 
  
 SECTION 9.2 AMENDMENTS. 
  
 Except with respect to any changes that do not materially adversely affect the rights of the Holders (in which case no consent of the Holders will be
required), this Guarantee may not 
  

 16 








 be amended without the prior approval of the Holders of at least a Majority in Liquidation Amount of the Securities. The
provisions of Section 11.2 of the Trust Agreement with respect to meetings of, and action by written consent of, the Holders of the Securities apply to the giving of such approval. 
  
 SECTION 9.3 NOTICES. 
  
 All notices provided for in this Guarantee shall be in writing, duly signed by the party giving such notice, and shall be delivered by hand, telecopied or
mailed by registered or certified mail, as follows: 
  
 (a) If
given to the Guarantee Trustee, at the Guarantee Trustee’s mailing address set forth below (or such other address as the Guarantee Trustee may give notice of to the Guarantor and the Holders of the Securities): 
  

	
	  


	  


	  


	 Attention:                                     
                               


	 Fax:                                      
                                      



  
 (b) If given to the
Guarantor, at the Guarantor’s mailing addresses set forth below (or such other address as the Guarantor may give notice of to the Guarantee Trustee and the Holders of the Securities): 
  

	
	 Smithfield Foods, Inc.

	 200 Commerce Street
 Smithfield, Virginia 23430
 Fax:
                                        
        



  
 (c) If given to any
Holder of Securities, at the address set forth on the books and records of the Trust. 
  
 All such notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver. 
  
 SECTION 9.4 BENEFIT. 
  
 This Guarantee is solely for the benefit of the Holders of the Securities
and, subject to Section 3.1(a), is not separately transferable from the Securities. 
  
 SECTION 9.5 GOVERNING LAW. 
  

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 THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN NEW YORK. 
  

 18 








 IN WITNESS WHEREOF, this Guarantee is executed as of the day and year first above written. 
  

	 SMITHFIELD FOODS, INC.,
 as Guarantor

		
	 By:
	 	  


	 Name:
 Title:
	 	 


  

	
	  


	 as Guarantee Trustee



  

		
	 By:
	 	  


	 Name:
 Title:
	 	 


  

 19