Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 6, 2009, the Compensation Committee of the Smithfield Foods, Inc. (the "Company") Board of Directors awarded stock options and/or performance share units to certain executive officers, including the six named executive officers, under the Company's 2008 Incentive Compensation Plan (the "2008 Plan"). The Compensation Committee also approved a performance-based cash award for one executive officer under the 2008 Plan. A summary of these awards is set forth in Exhibit 99.1. The form of stock option award and the form of performance share unit award are attached hereto as Exhibits 10.1 and 10.2, respectively.

The foregoing description is not complete and is qualified in its entirety by reference to Exhibits 10.1, 10.2 and 99.1 and each of those exhibits is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Form of Smithfield Foods, Inc. 2008 Incentive Compensation Plan Stock Option Award.

10.2 Form of Smithfield Foods, Inc. 2008 Incentive Compensation Plan Performance Share Unit Award for fiscal 2010.

99.1 Summary of certain Compensation Committee actions, effective July 6, 2009.

---