FRONT OF CERTIFICATE
SMITHFIELD FOODS, INC.
a corporation organized under the
Laws of the State of Delaware
(the "Corporation")
THIS CERTIFIES THAT Sumitomo Corporation of America, a New York corporation, is
the registered holder of Two Thousand (2,000) fully paid and non-assessable
share of the Series C 6-3/4% Cumulative Convertible Preferred Stock of
Smithfield Foods, Inc. TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE
HOLDER HEREOF IN PERSON OR BY ATTORNEY UPON SURRENDER OF THIS CERTIFICATE
PROPERLY ENDORSED. This Certificate and the shares represented hereby are issued
and shall be held subject to all of the provisions of the Composite Certificate
of Incorporation, as amended, of the Corporation (including without limitation
all of the provisions of the Certificate of Designations for the Series C 6-3/4%
Cumulative Convertible Preferred Stock), to all of which the holder hereof by
the acceptance of this Certificate assents.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this 26th day of October A.D. 1995.
/s/ AARON D. TRUB /s/ JOHN O. NIELSON
(Signature) (Signature)
Secretary and President and
Treasurer Chief Operating Officer
BACK OF CERTIFICATE
SMITHFIELD FOODS, INC.
The Corporation will furnish to any stockholder upon request and without charge
a full statement of the powers, designations, preferences and relative
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights between the shares of each such class or series so far
as the same have been fixed and determined, and of the authority of the Board of
Directors to fix and determine the relative rights, preferences and limitations
of subsequent series.
NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO
WHICH SUCH SECURITIES MAY BE CONVERTED HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND NONE MAY BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED
UNDER THE ACT AND SUCH STATE LAWS OR IN THE OPINION OF COUNSEL (WHICH OPINION
AND COUNSEL SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY) EXEMPTIONS ARE
AVAILABLE.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
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(Please print or type name and address of assignee)
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shares of the capital stock represented by the within Certificate, and does
hereby irrevocably constitute and appoint __________________________
____________________________________________ Attorney to transfer the said
shares on the books of the within-named Corporation with full power of
substitution in the premises.
Dated__________ Signature_____________________________________________
NOTE: The above signature must correspond
with the name on the face of this
Certificate in every particular.
NOTICE OF CONVERSION
The undersigned holder of this Certificate for two thousand (2,000)
shares of Series C 6-3/4% Cumulative Convertible Preferred Stock ("Series C
Preferred Stock") of Smithfield Foods, Inc. hereby irrevocably exercises the
option to convert _____________ shares (which must be whole shares) of the
underlying Series C Preferred Stock represented by this Certificate into shares
of Common Stock (and any other applicable securities or property) of Smithfield
Foods, Inc. in accordance with the terms and conditions of the Series C
Preferred Stock, including the Certificate of Designations in respect thereof,
and directs that the securities deliverable upon such conversion be registered
in the name of and delivered, together with a check in payment of any fractional
share and any other property deliverable upon such conversion, to the
undersigned unless a different name has been indicated below. If securities are
to be registered in the name of a person other than the undersigned, the
undersigned will pay all transfer taxes payable with respect thereto. If the
number of shares of the Series C Preferred Stock indicated above is less than
the number of shares of Series C Preferred Stock represented by this
Certificate, the undersigned directs that Smithfield Foods, Inc. issue to the
undersigned, unless a different name is indicated below, a new Certificate for
the balance of the Series C Preferred Stock not to be converted.
Dated __________ Signature _____________________________________________
NOTE: The above signature should correspond
exactly with the name on the face of this
Certificate or with the name of the
assignee appearing in the assignment form
below.
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(Please print or type name and address of registered holder)
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(Please indicate delivery instructions, if applicable)
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The certificate representing shares of Common Stock into which the shares of
Series C Preferred Stock represented hereby will have been converted, if any,
may entitle the holder thereof to certain rights as set forth in a Rights
Agreement between Smithfield Foods, Inc. and the Rights Agent, dated as of May
8, 1991, as amended, and as the same may be further amended from time to time
(the "Rights Agreement"), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal executive offices of
Smithfield Foods, Inc. Smithfield Foods, Inc. will mail to the holder of this
Certificate a copy of the Rights Agreement without charge after receipt of a
written request therefor. Under certain circumstances, as set forth in the
Rights Agreement, Rights issued to any Person who becomes an Acquiring Person
(as defined in the Rights Agreement) may become null and void.