AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT

        This Amendment No. 1 to Subscription Agreement executed as of the 31st
day of January, 1995, by and between Smithfield Foods, Inc., a Delaware
corporation (the "Company"), and Carroll's Foods, Inc., a North Carolina
corporation ("Buyer"), with respect to Subscription Agreement between Company
and Buyer dated as of September 3, 1992 (the "Subscription Agreement").

                              PRELIMINARY RECITALS

        1. The Company and Buyer entered into the Subscription Agreement, which
provided for the sale by the Company to the Buyer of 1,000,000 shares of the
Company's common stock.

        2. Section 8.6 of the Subscription Agreement contains certain
prohibitions against the transfer of rights under the Subscription Agreement by
Buyer and the Company.

        3. Buyer represents to the Company that it has transferred all its
interest in the shares of common stock of the Company previously owned by it
(the "Shares"), including but not limited to the shares acquired pursuant to the
Subscription Agreement, to Carroll's Swine Investment Partnership, a Virginia
general partnership ("Swine Investment"). Buyer also desires to assign to Swine
Investment all its rights and obligations under the Subscription Agreement,
since Swine Investment is now the holder of the Shares.

                                   AGREEMENTS

        NOW, THEREFORE, the Company and Buyer hereby agree to amend the
subscription Agreement by adding the following Section 8.8 thereto:

        Section 8.8. Permitted Assignment. Notwithstanding the provisions of
        Section 8.6 above, the Company hereby specifically consents to Buyer
        assigning to Carroll's Swine Investment Partnership ("Swine Investment")
        all its rights under this Subscription Agreement, and further agrees
        that Swine Investment, as the holder of the shares, may assigns its
        rights under the Subscription Agreement to any lender of Buyer or Swine
        Investment who has or will have a security interest in any Registrable
        Securities. All references to Buyer in the Subscription Agreement shall
        include Swine Investment, as the holder of the shares, but Buyer shall
        nevertheless remain a principal obligor under the Subscription Agreement
        with respect to the performance of any obligations of Buyer thereunder.

        This Agreement executed as of the date and year first above written.

                             SMITHFIELD FOODS, INC.

                             By: /s/  JOSEPH W. LUTER, III
                                   (Signature)

                             Title: President and CEO

                             CARROLL'S FOODS

                             By: /s/ F. J. FAISON
                                   (Signature)

                             Title:  President