Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 170 804K
Business-Combination Transaction
2: EX-1.1 Placement Agreement 26 97K
3: EX-2.1 Articles of Merger 6 33K
4: EX-3.1.A Certificate of Incorporation 17 70K
5: EX-3.1.B Certificate of Amendment 2 17K
14: EX-3.10 Restated By-Laws 20 80K
6: EX-3.2.A Certificate of Incorporation 2 19K
7: EX-3.2.B Certificate of Correction 1 16K
8: EX-3.4 Articles of Incorporation 3 20K
9: EX-3.5 Certificate of Incorporation 3 19K
10: EX-3.6 Amended and Restated By-Laws 22 88K
11: EX-3.7 Amended and Restated By-Laws 20 84K
12: EX-3.8 Restated By-Laws 23 94K
13: EX-3.9 Restated By-Laws 23 94K
15: EX-4.1.A Indenture 106 411K
16: EX-4.1.B Specimen Certificate 12 47K
17: EX-4.2 Registration Rights Agreement 21 82K
18: EX-4.3.A Credit Agreement 73 278K
19: EX-4.3.B First Amendment to Credit Agreement 15 59K
20: EX-4.3.C Second Amendment to Credit Agreement 8 41K
21: EX-4.3.D Third Amendment to Credit Agreement 5 28K
22: EX-4.3.E Fourth Amendment to Credit Agreement 27 102K
23: EX-4.3.F Fifth Amendment to Credit Agreement 13 55K
24: EX-4.3.G Guaranty Agreement 7 39K
25: EX-5.1 Opinion of Blackwell Sanders Peper Martin LLP 2 20K
26: EX-10.1 1999 Equity Incentive Plan 20 77K
36: EX-10.10 Stock Purchase Agreement 47 184K
37: EX-10.11 Market Hog Contract Grower Agreement 9 44K
27: EX-10.2 Long-Term Incentive Plan 9 32K
28: EX-10.3 Executive Level Severance Plan 13 54K
29: EX-10.4 Vice President Level Severance Plan 13 54K
30: EX-10.5 Special Executive Retirement Plan 16 69K
31: EX-10.6.A Premium Standard Farms Deferred Compensation Plan 17 71K
32: EX-10.6.B Amendment No.1 Psf Deferred Compensation Plan 2 17K
33: EX-10.7 Consulting Agreememt 8 36K
34: EX-10.8 Services Agreement 10 47K
35: EX-10.9 Consulting Agreement 4 22K
38: EX-12.1 Statement Re Computation of Ratio of Earnings 1 17K
39: EX-21.1 Subsidiaries 1 14K
40: EX-23.2 Consent of Arthur Andersen LLP 1 14K
41: EX-23.3 Consent of Kpmg LLP 1 14K
42: EX-25.1 Form T-1 29 98K
43: EX-25.2 Statement of Eligibility and Qualification on T-1 30 100K
44: EX-99.1 Form of Letter 2 22K
45: EX-99.2 Form of Letter of Transmittal 9 42K
46: EX-99.3 Form of Notice of Guaranteed Delivery 4 24K
47: EX-99.4 Form of Instructions 2 20K
48: EX-99.5 Form of Letter to Clients 2± 16K
49: EX-99.6 Guidelines 4± 23K
EX-10.6.B — Amendment No.1 Psf Deferred Compensation Plan
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Exhibit 10.6(b)
AMENDMENT NUMBER ONE
TO THE
PREMIUM STANDARD FARMS
DEFERRED COMPENSATION PLAN
Premium Standard Farms ("the Company") maintains a nonqualified
deferred compensation plan, known as the Premium Standard Farms Deferred
Compensation Plan ("the Plan") for the benefit of certain key executives.
Section 12.1 of the Plan provides that the Company may amend the Plan at any
time, subject to restrictions described in that Section. In accordance with the
authority granted by that Section, the Company hereby amends the Plan by
substituting the following new subsection 2.1(g) for the subsection currently in
effect:
(g) The term "EXECUTIVE" means an employee or officer of the
Company or an employee of a corporation, trade or business
that is a member of the Company's "controlled group" of
corporations, trades or businesses (within the meaning of
Sections 414(b) or (c) of the Internal Revenue Code):
(1) who is in a select group of management executives or
highly paid management employees of the Company;
(2) who is exempt from the minimum wage and maximum hour
requirements of the Fair Labor Standards Act, as
described in 29 U.S.C. Section 213(a) and regulations
promulgated thereunder; and
(3) whose annual salary from all employers within the
Company's "controlled group" of corporations, trades
or businesses exceeds the amount described in Section
414(q)(1)(B)(i) (as adjusted periodically by the
Secretary of the Treasury) of the Internal Revenue
Code for such year. With respect to a newly hired
employee or executive, if the employee's or
executive's annualized projected Compensation for his
first calendar year as an employee or executive
exceeds the limit described in Section
414(q)(1)(B)(i), he shall be deemed to satisfy this
subsection (3) for such first calendar year, for
purposes of this Plan.
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The changes made by this Amendment merely conform the Plan document to
the Company's original intent and therefore are effective as of the effective
date of the Plan. However, in no event shall this Amendment be applied to allow
an eligible Executive (as defined in the Plan after the adoption of this
Amendment) to defer LTIP Compensation (as defined in the Plan) already paid to
the Executive as of the adoption of this Amendment.
IN WITNESS WHEREOF, the Company hereby adopts this Amendment Number One
to the Premium Standard Farms Deferred Compensation Plan this 8th day of
June, 2001.
PREMIUM STANDARD FARMS
BY: /s/ David Klein
_______________________________
TITLE: Vice President, Human Resources
_______________________________
ATTEST:
/s/ John Meyer
_______________________
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