Spanish LLC Contribution Agreement

Exhibit 10.2

AMENDED AND RESTATED CONTRIBUTION AGREEMENT

BY AND AMONG TARVALd3N, S.L.,

BACARRETO, S.L.

SFDS GLOBAL HOLDINGS BV,

OCM LUXEMBOURG EPOF MEATS HOLDINGS SARL,

OCM LUXEMBOURG OPPS MEATS HOLDINGS SARL,

AND

OCM LUXEMBOURG EPOF SARL (FOR PURPOSES OF SECTION 7.3 AND ARTICLE IX ONLY)

AND

SMITHFIELD FOODS, INC. (FOR THE PURPOSES OF ARTICLES VII AND IX ONLY)

August 7, 2006

TABLE OF CONTENTS


ARTICLE I DEFINITIONS 2

1.1 Accounts 2

1.2 Affiliate 3

1.3 Agreement 3

1.4 Approval 3

1.5 Assets 3

1.6 Assignment Agreement 3

1.7 Books and Records 3

1.8 Class A Board Members 3

1.9 Class B Board Members 3

1.10 Class A HoldCo Shares 3

1.11 Class B HoldCo Shares 3

1.12 Closing 3

1.13 Closing Date 3

1.14 Company 4

1.15 Confidentiality and Exclusivity Agreement 4

1.16 Constituent Documents 4

1.17 Contracts 4

1.18 Contributed Shares 4

1.19 Debt 4

1.20 Earn-Out Agreement 4

1.21 Effective Time of Closing 4

1.22 Employment Regulations 4

1.23 Environment 4

1.24 Environmental Consents 4

1.25 Environmental Laws 4

1.26 Environmental Matters 4

1.27 EPOF 5

1.28 EPOF HoldCo Shares 5

1.29 EPOF Purchased Shares 5

1.30 EPOF Shares 5

1.31 EPOF Target Debt 5

1.32 Equipment 5

1.33 Exchange Act 5

1.34 Expenses 5

1.35 Financial Statements 5

1.36 FrenchCo Business 5

1.37 FrenchCo Intellectual Property Rights 5

1.38 GAAP 5

1.39 Governmental Authority 5

1.40 Hazardous Materials 5

1.41 HoldCo Shares 6

1.42 Industry Wide Plan 6

1.43 Intellectual Property 6

1.44 Inventory 6


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1.45 Knowledge of Smithfield 6

1.46 Law 6

1.47 Letter Agreement 6

1.48 Liabilities 6

1.49 Lien 6

1.50 Losses 6

1.51 Material Adverse Effect 7

1.52 Oaktree 7

1.53 OCM 7

1.54 OCM Indemnified Parties 7

1.55 OPPS 7

1.56 OPPS HoldCo Shares 7

1.57 OPPS Purchased Shares 7

1.58 OPPS Shares 7

1.59 OPPS Target Debt 7

1.60 Permits 7

1.61 Person 7

1.62 Properties 7

1.63 Purchase Agreement 8

1.64 Retirement Benefit 8

1.65 Sara Lee/DE 8

1.66 Shares 8

1.67 Site 8

1.68 SLC 8

1.69 SLE 8

1.70 Smithfield 8

1.71 Smithfield France 8

1.72 Smithfield HoldCo Initial Shares 8

1.73 Smithfield HoldCo Shares 8

1.74 Smithfield Indemnified Parties 8

1.75 Smithfield Initial Shares 8

1.76 Smithfield Shares 8

1.77 Smithfield Target Debt 8

1.78 State Social Security Plan 9

1.79 Stockholders Agreement 9

1.80 Subsidiaries 9

1.81 Target Company IT Systems 9

1.82 Target Employee Benefit Plan 9

1.83 Tax 9

1.84 Tax Regulations 9

1.85 Tax Return 9

1.86 Third-Party Intellectual Property Rights 9

1.87 Third Party Right 9

1.88 Transaction Material Adverse Effect 10

1.89 Tri-Artisan 10


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ARTICLE II CONTRIBUTION AND SHARE ISSUANCE 10

2.1 Contribution to the Company and Share Issuance 10

2.2 Contribution to HoldCo and Share Issuance 12

2.3 Deliveries at Closing 14

2.4 Company Directors 16

2.5 Deliveries Post Closing by HoldCo 17

2.6 Registration with Companies Registry 17

ARTICLE III WARRANTIES OF SMITHFIELD 17

3.1 Organization of Smithfield 17

3.2 Smithfield Authorization; Execution and Delivery; Enforceability 17

3.3 No Violation or Conflict by Smithfield 18

3.4 Title to Contributed Shares 18

3.5 Organization of the Company and HoldCo 18

3.6 Company and HoldCo Authorization; Execution and Delivery; Enforceability 18

3.7 No Violation or Conflict by the Company or HoldCo 18

3.8 Organization and Authority of Smithfield France 19

3.9 Capitalization 19

3.10 No Violation or Conflict by Smithfield France 19

3.11 Subsidiaries 19

3.12 Sufficiency of Assets 19

3.13 Financial Statements 19

3.14 Liabilities at Effective Time of Closing 20

3.15 Authorizations, Valid Obligations, Filings and Consents 20

3.16 Smithfield, the Shares and Smithfield France and Subsidiaries 20

3.17 Organizational Documents of Smithfield France and the Subsidiaries 20

3.18 Absence of Changes 20

3.19 Statutory Books 21

3.20 Accounting Records 21

3.21 Securities Exchange Act 21

3.22 Borrowings and Mortgages 22

3.23 Sureties 22

3.24 Grants 22

3.25 Licenses 23

3.26 Compliance 23

3.27 The Business Assets 23

3.28 Consents, Approvals and Compliance with Laws 25

3.29 No Broker 25

3.30 Contractual Matters 25

3.31 Litigation 27

3.32 Investigations 27

3.33 Insolvency, etc. 27

3.34 IP/IT 28

3.35 Real Estate 29

3.36 Environmental 31

3.37 Employment 32

3.38 Retirement Benefits 34


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3.39 Tax Matters 35

3.40 Value of Smithfield France 35

ARTICLE IV WARRANTIES OF EPOF AND OPPS 35

4.1 EPOF Warranties 35

4.2 OPPS Warranties 36

ARTICLE V COVENANTS 37

5.1 Conduct of Business of Smithfield France and the Subsidiaries 37

5.2 Access to Information 37

5.3 Commercially Reasonable Efforts 37

5.4 Public Announcements 37

5.5 Confidentiality and Exclusivity Agreement 37

5.6 Target Debt 38

ARTICLE VI CONDITIONS PRECEDENT TO CLOSING 38

6.1 Conditions Precedent to Obligations of OCM 38

6.2 Conditions Precedent to Obligations of Smithfield 39

ARTICLE VII INDEMNITIES AND ADDITIONAL COVENANTS 39

7.1 Smithfield' s Indemnity 39

7.2 OCM' s Indemnity 41

7.3 Additional OCM Indemnity 42

7.4 Company Indemnity 42

7.5 Further Assurances 42

ARTICLE VIII TERMINATION; WAIVER 43

8.1 Termination 43

8.2 Effect of Termination 43

8.3 Waiver; Extension 43

ARTICLE IX MISCELLANEOUS 44

9.1 Entire Agreement; Amendment 44

9.2 Expenses 44

9.3 Governing Law; Consent to Jurisdiction 44

9.4 Assignment 45

9.5 Notices 45

9.6 Counterparts; Headings 46

9.7 Specific Performance 47

9.8 Interpretation 47

9.9 Severability 47

9.10 No Reliance 47

9.11 Survival; Exhibits 47

9.12 Oaktree 47


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EXHIBITS

Exhibit 1.19 Earn-Out Agreement Exhibit 1.75 Stockholders Agreement Exhibit 3.9 Capitalization Exhibit 3.11 Subsidiaries


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AMENDED AND RESTATED CONTRIBUTION AGREEMENT AMENDED AND RESTATED CONTRIBUTION AGREEMENT , made as of the 7th day of August, 2006, by and among Tarvalf3n, S.L., a private limited company organized under the laws of Spain (the " Company" ), Bacarreto, S.L., a private limited company organized under the laws of Spain (" HoldCo" ), SFDS Global Holdings BV, a private limited liability company organized under the laws of the Netherlands (" Smithfield" ), OCM Luxembourg EPOF Meats Holdings SARL, a socie9te9 e0 responsibilite9 limite9e organized under the laws of Luxembourg (" EPOF" ), OCM Luxembourg OPPS Meats Holdings SARL, a socie9te9 e0 responsibilite9 limite9e organized under the laws of Luxembourg (" OPPS" and collectively with EPOF, " OCM" ) and, for the purposes of Section 7.3 and Article IX only, OCM Luxembourg EPOF SARL, a socie9te9 e0 responsibilite9 limite9e organized under the laws of Luxembourg (" Oaktree" ) and, for the purposes of Articles VII and IX only, Smithfield Foods, Inc. (" Parent" ).

RECITALS WHEREAS , Smithfield has organized the Company solely for the purpose of consummating the transactions contemplated by that certain Agreement (as amended or supplemented, the " Purchase Agreement" ), dated June 26, 2006, among Parent, the Company and Sara Lee Corporation (" SLE" ), providing for the purchase by the Company of SLE' s and its Affiliates' European meats business, and is the holder of 3,200 Shares (as defined herein);

WHEREAS , Smithfield has organized HoldCo to serve as the parent holding company of the Company;

WHEREAS , on June 29, 2006, the Company, Smithfield, Oaktree and Parent entered into the Contribution Agreement (the " Original Contribution Agreement" ) providing for certain contributions of cash and stock to the Company; WHEREAS , the parties desire to amend and restate the Original Contribution Agreement; WHEREAS , in consideration of the partial payment of the purchase price under the Purchase Agreement, (a) Smithfield has agreed to acquire from SLE and its Affiliates ?50,000,000 million of debt obligations incurred by Affiliates of SLE in connection with the European Business (as defined in the Purchase Agreement) (the " Smithfield Target Debt" ), (b) EPOF has agreed to acquire from SLE and its Affiliates ?74,723,539 million of debt obligations incurred by Affiliates of SLE in connection with the European Business (the " EPOF Target Debt" ) and (c) OPPS has agreed to acquire from SLE and its Affiliates ?34,166,461 million of debt obligations from certain entities incurred by Affiliates of SLE in connection with the European Business (the " OPPS Target Debt" ); WHEREAS , Smithfield desires to (a) contribute to the Company all of the shares of capital stock of Smithfield France SAS (" Smithfield France" ) held by Smithfield and its Affiliates (with a deemed gross enterprise value of ?120 million, which includes ?20 million of debt (the " Debt" )) in exchange for Shares and (b) contribute the Smithfield Target Debt to the Company in exchange for Shares;

WHEREAS , EPOF desires to contribute the EPOF Target Debt to the Company in exchange for Shares;

WHEREAS , OPPS desires to contribute the OPPS Target Debt to the Company in exchange for Shares; WHEREAS , following the contribution to the Company by (i) Smithfield of Smithfield France and the Smithfield Target Debt, (ii) EPOF of the EPOF Target Debt and (iii) OPPS of the OPPS Target Debt, (x) Smithfield desires to sell to EPOF and EPOF desires to acquire from Smithfield 1,098 Shares (the " EPOF Purchased Shares" ) out of the Smithfield Initial Shares, equivalent to 34.31% of the share capital of the Company before the share capital increase contemplated by Section 2.1(b) and (y) Smithfield desires to sell to OPPS and OPPS desires to acquire from Smithfield 502 Shares (the " OPPS Purchased Shares" ) out of the Smithfield Initial Shares, equivalent to 15.69% of the share capital of the Company before the share capital increase contemplated by Section 2.1(b) ; WHEREAS , following the transactions described above, EPOF shall own 34.31% of the outstanding Shares, OPPS shall own 15.69% of the outstanding Shares and Smithfield shall own 50% of the outstanding Shares;

WHEREAS , each of (i) EPOF, OPPS and Smithfield desire to contribute their ownership interests in the Company to HoldCo in exchange for a ratable percentage of HoldCo Shares (as defined herein) and (ii) Smithfield, EPOF, OPPS and HoldCo desire to enter into the Earn-Out Agreement; WHEREAS , immediately following such exchange, (a) Smithfield desires to sell to EPOF and EPOF desires to acquire from Smithfield, 1,098 HoldCo Shares out of the Smithfield Initial HoldCo Shares, equivalent to 34.31% of the share capital of the HoldCo before the share capital increase contemplated by Section 2.2(d) and (b) Smithfield desires to sell to OPPS and OPPS desires to acquire from Smithfield, 502 HoldCo Shares out of the Smithfield Initial HoldCo Shares, equivalent to 15.69% of the share capital of the Company before the share capital increase contemplated by Section 2.2(d) ; and

WHEREAS , following the transactions described above, EPOF shall own 34.31% of the outstanding HoldCo Shares, OPPS shall own 15.69% of the outstanding HoldCo Shares and Smithfield shall own 50% of the outstanding HoldCo Shares;

NOW, THEREFORE , in consideration of the foregoing and of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, it hereby is agreed that: ARTICLE I

DEFINITIONS

When used in this Agreement, the following terms shall have the meanings specified: 1.1 Accounts . " Accounts" shall mean all accounts receivable, notes receivable and associated rights owned by Smithfield France and the Subsidiaries.


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1.2 Affiliate . " Affiliate" shall mean, with respect to any Person, any other Person directly, or indirectly through one or more intermediaries, controlling, controlled by or under common control with such Person. As used in this definition of the term " Affiliate" and elsewhere herein with respect to any Affiliate of any Person, " control" (including the terms " controlled by" and " under common control with" ) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by voting trust, contract or similar arrangement, as trustee or executor, or otherwise.

1.3 Agreement . " Agreement" shall mean this Amended and Restated Contribution Agreement, together with the Exhibits attached hereto, as the same may be amended from time to time in accordance with the terms hereof.

1.4 Approval . " Approval" shall mean approval or qualification by and/or due registration with the appropriate taxation, social security, supervisory, fiscal or other applicable regulatory authorities in the relevant state or jurisdiction, in order to obtain tax approved, favored or qualified status in the relevant jurisdiction, and Approved shall be construed accordingly.

1.5 Assets . " Assets" shall mean all of the assets of Smithfield France and the Subsidiaries, including, without limitation, the Accounts, Books and Records, Contracts, Equipment, Intellectual Property, Inventory, Permits and Real Property.

1.6 Assignment Agreement . " Assignment Agreement" shall have the meaning given to such term in Section 5.6.

1.7 Books and Records . " Books and Records" shall mean original or true and complete copies of all of the books, records, ledgers, files, data and information of Smithfield France and the Subsidiaries. 1.8 Class A Board Members . " Class A Board Members" shall have the meaning given to such term in Section 2.2(e). 1.9 Class B Board Members . " Class B Board Members" shall have the meaning given to such term in Section 2.2(e) .

1.10 Class A HoldCo Shares . " Class A HoldCo Shares" shall have the meaning given to such term in Section 2.2(e).

1.11 Class B HoldCo Shares . " Class B HoldCo Shares" shall have the meaning given to such term in Section 2.2(e).

1.12 Closing . " Closing" shall mean the conference to be held at 10:00 a.m., local time, on the Closing Date, at the offices of Hunton & Williams LLP located at 200 Park Avenue, New York, New York 10166, or at such other time and place as the parties may mutually agree.

1.13 Closing Date . " Closing Date" shall mean the date on which the transactions contemplated by the Purchase Agreement are consummated.


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1.14 Company . " Company" shall have the meaning given to such term in the Preamble hereto.

1.15 Confidentiality and Exclusivity Agreement . " Confidentiality and Exclusivity Agreement" shall mean the letter agreement, dated May 4, 2006, between Smithfield Foods, Inc. and Oaktree.

1.16 Constituent Documents . " Constituent Documents" shall mean the articles of association and bylaws (or similar organizational documents) of any entity.

1.17 Contracts . " Contracts" shall mean all material contracts, agreements, leases, licenses, relationships and commitments, written or oral, to which Smithfield France or any of the Subsidiaries are a party or by which any of them are bound, and that are required to conduct the business of Smithfield France and the Subsidiaries.

1.18 Contributed Shares . " Contributed Shares" shall mean all of the shares of capital stock of Smithfield France held by Smithfield.

1.19 Debt . " Debt" shall have the meaning given to such term in the Recitals hereto.

1.20 Earn-Out Agreement . " Earn-Out Agreement" shall mean that certain Earn-Out Agreement to be entered into between Smithfield, EPOF, OPPS and HoldCo, substantially in the form of Exhibit 1.20 attached hereto. 1.21 Effective Time of Closing . " Effective Time of Closing" shall mean 12:01 AM, local time, on the Closing Date. 1.22 Employment Regulations . " Employment Regulations" shall mean the Transfer of Undertaking (Protection of Employment) Regulations 1981.

1.23 Environment . " Environment" shall mean all or part of any of the following media, namely air (including the air within buildings or other natural or man-made structures above or below ground), water and land and any living organisms or systems supported by those media.

1.24 Environmental Consents . " Environmental Consents" shall mean any material permit, license, authorization, approval or consent required under Environmental Laws for the carrying on of the FrenchCo Business or the use of, or any activities or operations carried out at, any Site owned or occupied by Smithfield France or the Subsidiaries.

1.25 Environmental Laws . " Environmental Laws" shall mean all international, European Union, national, state, federal, regional or local laws (including common law, statute law, civil and criminal law and including codes of practice and guidance notes which are of mandatory effect) which are in force and binding at the date of this Agreement, to the extent that they relate to Environmental Matters. 1.26 Environmental Matters . " Environmental Matters" shall mean all matters relating to the pollution, protection of or prevention of harm to the Environment.


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1.27 EPOF . " EPOF" shall have the meaning given to such term in the Preamble hereto.

1.28 EPOF HoldCo Shares . " EPOF HoldCo Shares" shall have the meaning given to such term in Section 2.2(g).

1.29 EPOF Purchased Shares . " EPOF Purchased Shares" shall have the meaning given to such term in the Recitals hereto.

1.30 EPOF Shares . " EPOF Shares" shall have the meaning given to such term in Section 2.1(e) . 1.31 EPOF Target Debt . " EPOF Target Debt " shall have the meaning given to such term in the Recitals hereto. 1.32 Equipment . " Equipment" shall mean all machinery, vehicles, equipment, furniture, fixtures, furnishings, parts, tools, engineering and other items of tangible personal property owned or leased by Smithfield France and the Subsidiaries and that are required to conduct the business of Smithfield France and the Subsidiaries. 1.33 Exchange Act . " Exchange Act" shall have the meaning given to such term in Section 3.21 . 1.34 Expenses . " Expenses" shall have the meaning given to such term in Section 9.2 . 1.35 Financial Statements . " Financial Statements" shall mean the unaudited financial statements of the FrenchCo Business for the three fiscal years ended April 27, 2003, May 2, 2004 and May 1, 2005 containing consolidated statements of operations for the fiscal years 2003, 2004 and 2005 and consolidated balance sheets as of April 27, 2003, May 2, 2004 and May 1, 2005.

1.36 FrenchCo Business . " FrenchCo Business" shall mean the business of Smithfield France and the Subsidiaries.

1.37 FrenchCo Intellectual Property Rights . " FrenchCo Intellectual Property Rights shall have the meaning give to such term in Section 3.34 hereof.

1.38 GAAP . " GAAP" shall mean generally accepted accounting principles as in effect in the United States as of the date of the subject financial statement.

1.39 Governmental Authority . " Governmental Authority" shall mean the government of any nation, state, city, locality or other political subdivision thereof, any multinational organization, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof.

1.40 Hazardous Materials . " Hazardous Materials" shall have the meaning given to such term in Section 3.36 .


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1.41 HoldCo Shares . " HoldCo Shares" shall mean the shares (" participaciones sociales" ) of capital stock of HoldCo.

1.42 Industry Wide Plan . " Industry Wide Plan" shall mean any scheme, plan, fund or arrangement which provides Retirement Benefits to or in respect of employees in which employers may participate even if they are not within the same corporate group as the other participating employers whether under a collective bargaining agreement or otherwise, other than state social security plans in any relevant jurisdiction.

1.43 Intellectual Property . " Intellectual Property" shall mean all material (a) inventions (whether patentable or unpatentable and whether or not reduced to practice), improvements thereto and patents, patent applications and patent disclosures, together with reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, (b) trademarks, service marks, trade dress, logos, trade names and corporate names, together with translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith and applications, registrations and renewals in connection therewith, (c) copyrightable works, copyrights and applications, registrations and renewals in connection therewith, (d) trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals), (e) computer software (including data and related documentation), (f) other proprietary rights, (g) rights as a licensee or authorized user of the intellectual property of any third party and (h) copies and tangible embodiments thereof (in whatever form or medium).

1.44 Inventory . " Inventory" shall mean all raw materials, work in progress and finished goods, wherever located, owned by Smithfield France and the Subsidiaries in connection with the FrenchCo Business. 1.45 Knowledge of Smithfield . " Knowledge of Smithfield" shall mean the actual knowledge of, after all reasonable inquiry by, C. Larry Pope, Richard J. M. Poulson, Dan G. Stevens and Robert Sharpe I.

1.46 Law . " Law" shall mean any federal, state, local or other law or governmental requirement of any kind, and the rules, regulations and orders promulgated thereunder.

1.47 Letter Agreement . " Letter Agreement" shall have the meaning given to such term in Section 5.6 hereof.

1.48 Liabilities . " Liabilities" shall have the meaning given to such term in Section 3.13.

1.49 Lien . " Lien" shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, lien (statutory or other) or preference, priority, right of first refusal, restriction on transfer, right or other security interest or preferential arrangement or adverse claim of any kind or nature whatsoever.

1.50 Losses . " Losses" shall have the meaning given to such term in Section 7.1 hereof.


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1.51 Material Adverse Effect . " Material Adverse Effect" shall mean a material adverse change in or effect on the financial condition, business, properties, results of operations or prospects of Smithfield France and the Subsidiaries, taken as a whole; provided , however , that " Material Adverse Effect" shall not include the effect of any change or effect arising out of or attributable to (a) the markets in which Smithfield France and the Subsidiaries operate generally, (b) general economic or political conditions (including those effecting the securities markets), (c) the public announcement of this Agreement or the Purchase Agreement or of the consummation of the transactions contemplated hereby and thereby, (d) any change arising in connection with acts of war (whether or not declared), sabotage or terrorism, military actions or the escalation thereof or other force majeure events occurring after the date hereof or (e) changes in Laws or accounting rules. 1.52 Oaktree . " Oaktree" shall have the meaning given to such term in the Recitals hereto. 1.53 OCM . " OCM" shall have the meaning given to such term in the Preamble hereto. 1.54 OCM Indemnified Parties . " OCM Indemnified Parties" shall have the meaning given to such term in Section 7.1 hereof.

1.55 OPPS . " OPPS" shall have the meaning given to such term in the Preamble hereto. 1.56 OPPS HoldCo Shares . " OPPS HoldCo Shares" shall have the meaning given to such term in Section 2.2(g) . 1.57 OPPS Purchased Shares . " OPPS Purchased Shares" shall have the meaning given to such term in the Recitals hereto. 1.58 OPPS Shares . " OPPS Shares" shall have the meaning given to such term in Section 2.1(e) . 1.59 OPPS Target Debt . " OPPS Target Debt " shall have the meaning given to such term in the Recitals hereto. 1.60 Permits . " Permits" shall have the meaning given to such term in Section 3.26 . 1.61 Person . " Person" shall mean any individual, sole proprietorship, trust, estate, executor, legal representative, unincorporated association, association, institution, corporation, company, partnership, limited liability company, limited liability partnership, joint venture, government, Governmental Authority, and any regulatory or self-regulatory authority or agency or other entity.

1.62 Properties . " Properties" shall mean all real property owned or leased by Smithfield France or any Subsidiary, together with the improvements located thereon, including all appurtenant rights, claims and interests, which is used in and is material to the conduct of the FrenchCo Business.

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1.63 Purchase Agreement . " Purchase Agreement" shall have the meaning given to such term in the Recitals hereto.

1.64 Retirement Benefit . " Retirement Benefits" shall mean any pension, allowance, lump sum, gratuity or similar benefit provided or to be provided on or after retirement, death, disability or leaving service (whether voluntary or not) in respect of an employee' s employment. This does not include post retirement medical and dental and other healthcare and welfare benefits, termination indemnities and any benefits provided under an arrangement the sole purpose of which is to provide benefits on the accidental injury or death of an employee. 1.65 Sara Lee/DE . " Sara Lee/DE" shall have the meaning given to such term in Section 5.6. 1.66 Shares . " Shares" shall mean the shares (" participaciones sociales" ) of capital stock of the Company.

1.67 Site . " Site" shall have the meaning given to such term in Section 3.36 . ...