C.
Larry Pope
 President
and Chief Executive Officer
 Robert
W. Manly
 Executive
Vice President and Chief Financial Officer
 Smithfield
Foods, Inc.
 February
17, 2009





2
 Forward-Looking
Statements
 This
presentation contains “forward-looking” statements within the meaning of the
federalsecurities
laws. The forward-looking statements include statements concerning theCompany’s
outlook for the future, as well as other statements of beliefs, future plans
andstrategies
or anticipated events, and similar expressions concerning matters that are
nothistorical
facts. The Company’s forward-looking information and statements are subject
torisks
and uncertainties that could cause actual results to differ materially from
thoseexpressed
in, or implied by, the statements. These risks and uncertainties include
theavailability
and prices of live hogs, raw materials, fuel and supplies, food safety,
livestockdisease,
live hog production costs, product pricing, the competitive environment
andrelated
market conditions, hedging risk, operating efficiencies, changes in interest
rate andforeign
currency exchange rates, changes in our credit ratings, access to capital,
theinvestment
performance of the Company’s pension plan assets and the availability
oflegislative
funding relief, the cost of compliance with environmental and health
standards,adverse
results from on-going litigation, actions of domestic and foreign
governments,labor
relations issues, credit exposure to large customers, the ability to make
effectiveacquisitions
and dispositions and successfully integrate newly acquired businesses
intoexisting
operations, the Company’s ability to effectively restructure portions of
itsoperations
and achieve cost savings from such restructurings and other risks anduncertainties
described in the Company’s Annual Report on Form 10-K for fiscal 2008
andin its
subsequent Quarterly Reports on Form 10-Q. Readers are cautioned not to
placeundue
reliance on forward-looking statements because actual results may differ
materiallyfrom
those expressed in, or implied by, the statements. Any forward-looking statement
thatthe
Company makes speaks only as of the date of such statement, and the
Companyundertakes
no obligation to update any forward-looking statements, whether as a result
ofnew
information, future events or otherwise. Comparisons of results for current and
anyprior
periods are not intended to express any future trends or indications of
futureperformance,
unless expressed as such, and should only be viewed as historical
data.





3
 Agenda
 C.
Larry Pope
 1.  What
we have been doing
 Robert
W. Manly
 2.  Pork
Group restructuring plan
 3.  Financial
implications





4
 Agenda
 C.
Larry Pope
 4.  Current
market conditions
 5.  Bottom
line
 6. Appendix
- Background
 •  Who
we are
 •  Exports





What
we havebeen doing





6
 Smithfield’s
Past Record of Success
 •  Growth
through acquisitions
 •  Timely
purchases of often distressed assets
 •  Turnarounds
with minimal corporaterestructuring
 •  Organization
emphasized entrepreneurialindependence





7
 Financial
Strategies forToday and Tomorrow
 •  Focus
on ROIC: business unit, plant, productcategory
 •  Deleverage
the balance sheet
 •  Manage
liquidity
 •  Focus
on integration, not acquisitions
 •  Manage
capital expenditures





8
 Operating
Strategies forToday and Tomorrow
 •  Focus
on improving core packaged meats and freshpork
margins
 •  Restructure
Pork Division for higher performance
 •  Shed
non-core or under-performing businesses
 •  Consolidate
Western European presence intopremier
packaged meats company
 •  Manage
hog production for least cost





9
 February2008
              Initial
      Five Percent
                Reduction
      of SmithfieldU.S. Sow Herd
              Reduction
      of 50,000 sows andproduction of one million fewer markethogs
      annually by fiscal 2010April2008
              Senior
      ManagementChanges
              Strengthened
      overall managementteam to improve operations andfinancial
      performanceJuly
                2008
              $400
      Million ConvertibleSenior Notes Due 2013
              Replaced
      bridge loans with permanentfinancing Date
 Action
 Impact
 Proactively
Managing the Business





10
 July
                2008
              Sale
      of 4.95 Percent ofShares to China's COFCOLimited
              Improved
      liquidity and created longterm relationship with one of
      China’sleading trading companiesOctober2008
              Sale
      of Beef Processingand Cattle FeedingOperations to
    JBS
              Significantly
      improved liquidity andrefocused on core businessDecember
                2008
              Second
      Five PercentReduction of SmithfieldU.S. Sow Herd
              Total
      reduction of 100,000 sows andproduction of two million fewer
      markethogs annually by fiscal 2010 Date
 Action
 Impact
 Proactively
Managing the Business





11
 December2008
              Merger
      of Campofrío andGroupe Smithfield
              Formed
      leading European packagedmeats company and monetized jointventure
      into publicly-traded companyFebruary2009
              Successfully
      NegotiatedNew CovenantAmendments
              Ensured
      financial stability throughbottom of hog cycleFebruary2009
              Pork
      Group Restructuring
              $125
      million in estimated annual EBTimprovement by fiscal
    2011 Date
 Action
 Impact
 Proactively
Managing the Business





Pork
Grouprestructuring plan





13
 Pork
Group Restructuring Plan
 •  Streamline
Pork Group structure by reorganizingmanagement
team under George Richter
 •  Consolidate
seven IOC’s into three and close sevenprocessing
plants
 •  Merge
three fresh pork sales organizations into twoand
consolidate three overseas export teams intoone to
improve efficiency and reduce SG&A
 •  Consolidate
manufacturing platform to improvemargins
and lower costs by increasing plantutilization
from 81 percent to 87 percent





14
 TheSmithfieldPackingCompany,Inc.
 JohnMorrell
&Co.
 FarmlandFoods,Inc.
 PatrickCudahy,Inc.
 NorthSideFoodsCorp.
 StefanoFoods,Inc.
 SmithfieldRMHFoods,LLC
 TheSmithfieldPackingCompany,Inc.
 JohnMorrell
&Co.
 FarmlandFoods,Inc.
 AFTER
 BEFORE
 Pork
Group Organizational Structure





Financialimplications





16
 Annual
      EBT improvement
              $125
      millionPlant
      consolidation capital requirements
              $53
      millionOne
      time expenses
              $37
      millionAsset
      write-off
              $73
      million Estimated
Financial Impact ofPork Group Restructuring





17
 Restructuring
willresult in EBTimprovement byreducingoverhead,
SG&A,and variablemanufacturingcosts
 Details
of Financial Impact





18
 Packaged
Meats Margin Growth





19
 Smithfield
hasimprovedliquidity bymore than $650million plusretirement
of$200 million inlong term debtsince the fourthquarter of
fiscal2008
 Note:
Amounts reflect additional borrowing capacity at quarter end and do not include
cashbalances reflected on balance sheet
 Improved
Liquidity





20
 FY09
      3Q
              1.6:1FY09
      4Q
              1.2:1FY10
      1Q
              1.35:1FY10
      2Q
              1.35:1FY10
      3Q
              2.0:1FY10
      4Q to maturity
              3.0:1 New
Covenant Amendments in Place
 •  Interest
coverage covenant
 •  Estimated
increase in annual interest expense of $20-25
million and amendment fees of $12 million





21
 • Reduced
debtby $600 millionsince thefourth quarterof fiscal
2008
 • Goal
is toreduce debt tototalcapitalizationto below 50%
 Debt
to Total Capitalization





Current
market
 conditions





23
 Domestic
Market Conditions
 •  Recession
is hurting overall protein demand
 –  How
much, which proteins, and which products isnot
fully apparent
 •  Current
government ethanol policy continuesto
plague protein producers by raising inputcosts
that can not easily be passed on





24
 –Foodservice to retail
              Smithfield
      mix 25/75–White table cloth to
                quick
      service restaurant
              QSR
      higher volume–Trade down the brand
                ladder
              Smithfield’s
      strengthis “value brands” Domestic
Market Conditions
 •  Consumer
trends friendly to Smithfield





25
 Note:
ISM hog prices and industry raising costs are based on the futures curve on
02/06/09
 Hog
Production Industry Forecast





26
 International
Situation Analysis
 •  Smithfield
remains optimistic on exports
 –  Pork
production declining worldwide
 –  Production
in several major importing countriesdeclining
 –  Production
in major exporting countries declining
 –  U.S.
pork prices are cheap





27
 Note:
Week ending January 24, 2009
 U.S.
pork pricesare among thelowest on theworldwide market
 World
Pork Prices





28
 U.S.
exports of porkand pork variety meatscontinue to increaseyear over
year
 Source:
USDAForeign
Agricultural Service (FAS)
 U.S.
Monthly Pork Exports





29
 Note:
January FY2009 five weeks versus January FY2008 and January FY2007 four
weeks
 Smithfield
fresh porkexports continue atnear year ago levels
 Smithfield
Fresh Pork Exports





30
 Rank
              Country
              2008Production(billion
      lbs)
              Projectedchange
      2008to 20091
              China/HK
              96.6
              0%2
              EU-27
              49.2
              -6%3
              United
      States
              23.5
              -4%4
              Brazil
              6.7
              -1%5
              Russian
      Federation
              4.5
              4%6
              Vietnam
              4.1
              -3%7
              Canada
              4.1
              -10%8
              Japan
              2.7
              -5%9
              Philippines
              2.6
              -5%10
              Mexico
              2.5
              -9%Other
              14.9
              0%Total
              
              213.2
              -2% • Top
ten producingcountries account for93% of
worldwideproduction
 • With
exception ofChina and Russia,world pork productionis
shrinking
 • China
is "officially"projecting a 3%increase, our estimateis no annual
growth
 Source:
USDAForeign
Agricultural Service (FAS) and Smithfield internal estimates
 Top
Ten Worldwide Pork Producers





Bottom
line





32
 Bottom
Line
 •  Input
costs have declined in both the hog productionand
pork processing businesses and are expected toremain
below year ago levels
 –  Corn
and soybean meal - lower raising costs
 –  Oil
- lower transportation, overhead, and packaging costs
 •  Worldwide
protein supplies are shrinking
 –  U.S.
- Pork -4%, Chicken -6% to -8%, Turkey -5% to -10%,Beef
-3% to -5%
 –  Worldwide
- Pork -2%





33
 Bottom
Line
 •  Reduced
debt by $600 million and improvedliquidity
by more than $650 million since the fourthquarter
of fiscal 2008 to strengthen the balancesheet
 •  Shed
non-core beef and cattle feeding businesses
 •  Restructuring
Pork Group to streamline reportingstructure
and improve annual EBT by $125 million
 •  Highest
priority on integrating prior acquisitionsand
improving margins and ROIC, rather thanmaking
acquisitions





34
 Bottom
Line
 •  Monetized
our investment in Western Europe andconsolidated
the businesses into one publicly-traded
major packaged meats company
 •  Reduced
our U.S. sow herd by ten percent toreduce
exposure and improve efficiency
 •  Market
conditions appear to be moving in the rightdirection
with lower input costs, lower proteinsupplies,
and stronger than expected pork exports
 •  We
believe that fiscal 2010 should be a better yearthan
the current year despite impact of currentrecession











Appendix
-
 Background





Who
we are





38
 Hog
Production *
 Sales:
$2.4 billion
 Operating
Loss:$(98.1) million
 • World’s
largest hogproducer
 • Produced
19 millionhogs domestically inFY08
 • Produced
1.6 millionhogs in Poland andRomania in FY08
 *Note:
Fiscal 2008 sales and operating loss
 Source:
United States Industry Data Successful Farming
 1 The majority of
hogs from Prestage Farms and Goldsboro Hog Farm are sold toSmithfield Foods,
Inc. under long-term contract
 2 Approximate market
shares of Five Producers: Cargill=2%; Iowa Select Farms=2%; ThePipestone
System=1%; Goldsboro Hog Farm=1%; The Hanor Company=1%; Total=8%
 #1
 Market
Leader: Hog Production





39
 Pork *
 Sales:
$9.6 billion
 Operating
Profit:$449.4 million
 • World’s
largest porkprocessor
 • Processed
31 millionhogs in FY08
 • Sold
approximately4.0 billion pounds offresh pork in FY08
 • Sold
approximately3.1 billion pounds ofpackaged meats inFY08
 *Note:
Fiscal 2008 sales and operating profit
 Source:
United States Industry Data Successful Farming
 #1
 Market
Leader: Pork





40
 Other
Segment *
 Sales:
$149 million
 Operating
Profit:$28.2 million
 • Comprised
of turkeyproduction operationsand Butterball
jointventure
 • Butterball
is thelargest turkeyprocessor in the U.S.
 • Butterball
processed54 million turkeys inFY08
 *Note:
Fiscal 2008 sales and operating profit
 Source:
United States Industry Data Successful Farming
 1 49 percent-owned
joint venture
 #1
 Market
Leader: Turkey Processing





41
 International *
 Sales:
$1.2 billion
 Operating
Profit:$76.9 million
 • Subsidiaries
inPoland, Romania andthe United Kingdom
 • 37%
ownership ofCampofrío Food Group(public company) withproduction
facilities inBelgium, France, Italy,The Netherlands,Portugal and
Spain
 • Joint
ventures ormajor investments inMexico and China
 *Note:
Fiscal 2008 sales and operating profit
 Market
Leadership: International





42
 1 Pro-forma combined
figure as of December 2007
 2 Based on February
6, 2009 closing price
 Campofrío
Food Group -Dominant Brands
 •  Leading
European packaged meats company, and one of thelargest
worldwide with sales of €2.1 billion 1
 •  Smithfield
owns 37% of publicly-traded company
 •  Current
market value of approximately $400 million 2
 •  #1
packaged meats market share in
 –  France
 –  Spain
 –  The
Netherlands
 –  Belgium
 –  Portugal





Exports





44
 Rank
              Country
              2008
      Imports
                (billion
      lbs)
              Imports
      % ofDomestic Production
              Projected
      Change inDomestic Production1
              Japan
              2.8
              100%
              -5%2
              Russian
      Federation
              2.1
              46%
              4%3
              China/HK
              1.9
              2%
              0%4
              Mexico
              1.2
              47%
              -9%5
              Korea
              1.0
              43%
              -2%Other
              3.9
              -
              -Total
              
              12.8
              -
              - • Top
five pork importers account for 70% of allinternational pork
trade
 • Imports
account for a substantial portion ofdomestic consumption, except for
China
 • Three
of the top five importers are experiencingreductions in domestic
production
 Source:
USDAForeign
Agricultural Service (FAS) and Smithfield internal estimates
 Top
Five Worldwide Pork Importers





45
 Rank
              Country
              2008
      Exports(billion lbs)
              Projectedchange
      2008to 20091
              United
      States
              5.3
              -4%2
              EU-27
              3.4
              -6%3
              Canada
              2.4
              -10%4
              Brazil
              1.5
              -1%5
              China/HK
              0.4
              0%Other
              0.7
              -Total
              
              13.6
              - • Top
five porkexporters account for95% of allinternational
porktrade
 • With
exception ofChina, all exportershave shrinkingdomestic
production
 Source:
USDAForeign
Agricultural Service (FAS) and Smithfield internal estimates
 Top
Five Worldwide Pork Exporters