EXHIBIT 10.28 FIRST AMENDMENT TO HERRON EXECUTIVE EMPLOYMENT AGREEMENT made and entered into as of July 12, 2002, by and between Swift Foods Company, formerly known as S&C Holdco, Inc., a Delaware corporation ("Holdco") and Danny Herron ("Herron").

                                                                   EXHIBIT 10.28

         FIRST AMENDMENT TO XXXXXX EXECUTIVE EMPLOYMENT AGREEMENT made and
entered into as of July 12, 2002, by and between Swift Foods Company, formerly
known as S&C Holdco, Inc., a Delaware corporation ("Holdco") and Xxxxx Xxxxxx
("Xxxxxx").

                                    RECITALS:

         WHEREAS, the parties hereto are parties to the Executive Employment
Agreement dated May 20, 2002 (the "Agreement");

         WHEREAS, the Agreement was prepared in a manner that anticipated
Holdco's name to be changed to "Swift & Company";

         WHEREAS, the parties desire to amend the Agreement to provide and
reflect that Holdco's name shall be changed to "Swift Foods Company" rather than
"Swift & Company";

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:

         Section 1. Corporate Name Change of Holdco in Agreement. The Agreement
is hereby amended to reflect that Holdco's name shall be changed to "Swift Foods
Company" rather than "Swift & Company."

         Section 2. Defined Terms. Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Agreement.

         Section 3. Amendments. This First Amendment to Xxxxxx Executive
Employment Agreement shall not be amended except in a writing signed by the
parties hereto.

         Section 4. Counterparts. This First Amendment to Xxxxxx Executive
Employment Agreement may be executed and delivered (including by facsimile
transmission) in one or more counterparts, each of which shall be regarded as an
original and all of which shall constitute one and the same instrument.

         Section 5. Applicable Law. This First Amendment to Xxxxxx Executive
Employment Agreement and the legal relations between the parties hereto shall be
governed by and construed in accordance with the laws of the State of Delaware
applicable to contracts made and performed in Delaware.

         Section 6. Consent to Jurisdiction. THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
DELAWARE STATE COURT SITTING IN WILMINGTON, DELAWARE IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING SHALL BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY
WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE





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OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT
IS AN INCONVENIENT FORUM.


                            [SIGNATURE PAGE FOLLOWS]




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         The undersigned parties have executed this First Amendment to Xxxxxx
Executive Employment Agreement as of the dated first set forth above.



                                      EXECUTIVE




                                      /s/ XXXXX X. XXXXXX
                                      ----------------------------------------
                                      Xxxxx X. Xxxxxx



                                      SWIFT FOODS COMPANY



                                      By: /s/ XXXXXX X. XXXXXX
                                         -------------------------------------
                                            Xxxxxx X. Xxxxxx, President



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