Premium Standard Farms Inc/New, et al. – ‘S-4’ on 6/29/01 – EX-10.5

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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-10.5   —   Special Executive Retirement Plan
Exhibit Table of Contents

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                                                                    EXHIBIT 10.5

 PREMIUM STANDARD FARMS INC.

 SPECIAL EXECUTIVE RETIREMENT PLAN

 EFFECTIVE JANUARY 1, 2000

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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]
                                                                                              
ARTICLE I - DEFINITIONS......................................................................1

   1.01   ACTUARIAL EQUIVALENT...............................................................1

   1.02   ACTUARIAL VALUE....................................................................1

   1.03   BENEFICIARY........................................................................1

   1.04   BOARD..............................................................................1

   1.05   CHANGE IN CONTROL..................................................................1

   1.06   BOARD..............................................................................1

   1.07   CLAIMANT...........................................................................2

   1.08   CODE...............................................................................2

   1.09   COMMITTEE..........................................................................2

   1.10   COMPANY............................................................................2

   1.11   EARLY RETIREMENT AGE...............................................................2

   1.12   EMPLOYER(S)........................................................................2

   1.13   ERISA..............................................................................3

   1.14   FINAL AVERAGE EARNINGS.............................................................3

   1.15   NORMAL RETIREMENT AGE..............................................................3

   1.16   PARTICIPANT........................................................................3

   1.17   PLAN...............................................................................3

   1.18   PRIMARY BENEFIT....................................................................3

   1.19   RETIREMENT PLAN OFFSET AMOUNT......................................................3

   1.20   SERP BENEFIT.......................................................................3

   1.21   SOCIAL SECURITY OFFSET AMOUNT......................................................3

   SOCIAL SECURITY OFFSET AMOUNT.............................................................3

   1.22   YEARS OF BENEFIT SERVICE...........................................................4

   1.23   YEARS OF VESTING SERVICE...........................................................4

ARTICLE II - ELIGIBILITY.....................................................................4

   2.01   SELECTION BY COMMITTEE.............................................................4

ARTICLE III - VESTING........................................................................4

   3.01   VESTING IN BENEFITS................................................................4

   3.02   CHANGE IN CONTROL..................................................................4

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ARTICLE IV - BENEFITS........................................................................4 

   4.01   NORMAL RETIREMENT..................................................................4 

   4.02   EARLY RETIREMENT...................................................................4 

   4.03   FORM OF BENEFITS...................................................................5 

   4.04   COMMITTEE DISCRETION...............................................................5 

   4.05   WITHHOLDING AND PAYROLL TAXES......................................................5 

   4.06   BENEFITS ON DEATH..................................................................5 

   4.07   COMMENCEMENT OF BENEFITS...........................................................6 

ARTICLE V - TERMINATION AND AMENDMENT........................................................6 

   5.01   TERMINATION........................................................................6 

   5.02   AMENDMENT..........................................................................6 

ARTICLE VI - OTHER BENEFITS AND AGREEMENT....................................................7 

   6.01   COORDINATION WITH OTHER BENEFITS...................................................7 

ARTICLE VII - ADMINISTRATION OF THE PLAN.....................................................7 

   7.01   COMMITTEE DUTIES...................................................................7 

   7.02   AGENTS.............................................................................7 

   7.03   BINDING EFFECT OF DECISIONS........................................................7 

   7.04   INDEMNITY OF COMMITTEE.............................................................7 

   7.05   EMPLOYER INFORMATION...............................................................7 

ARTICLE VIII - CLAIMS PROCEDURES.............................................................7 

   8.01   PRESENTATION OF CLAIM..............................................................7 

   8.02   NOTIFICATION OF DECISION...........................................................8 

   8.03   REVIEW OF A DENIED CLAIM...........................................................8 

   8.04   DECISION ON REVIEW.................................................................8 

   8.05   LEGAL ACTION.......................................................................9 

ARTICLE IX - MISCELLANEOUS...................................................................9 

   9.01   UNSECURED GENERAL CREDITOR.........................................................9 

   9.02   EMPLOYER'S LIABILITY...............................................................9 

   9.03   NONASSIGNABILITY...................................................................9 

   9.04   NOT A CONTRACT OF EMPLOYMENT.......................................................9 

   9.05   FURNISHING INFORMATION.............................................................9 

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9.06  TERMS..............................................................................9 

9.07  CAPTIONS...........................................................................10

9.08  GOVERNING LAW......................................................................10

9.09  VALIDITY...........................................................................10

9.10  NOTICE.............................................................................10

9.11  SUCCESSORS.........................................................................10

9.12  SPOUSE'S INTEREST..................................................................10

9.13  INCOMPETENT........................................................................10

9.14  COURT ORDER........................................................................10

9.15  DISTRIBUTION IN THE EVENT OF TAXATION..............................................11

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 PREMIUM STANDARD FARMS INC.
 SPECIAL EXECUTIVE RETIREMENT PLAN

 EFFECTIVE JANUARY 1, 2000

 PURPOSE

     The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated employees of Premium Standard Farms  
Inc., a Delaware corporation, and its subsidiaries, if any, that sponsor this   
Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I  
of ERISA.                                                                       

 ARTICLE I - DEFINITIONS

        1.01 "Actuarial Equivalent" shall mean a benefit of equivalent value, as
calculated by an actuary selected by the Company, computed on the basis of the  
following actuarial assumptions:                                                

           Interest: the annual interest rate on 30-year Treasury securities
           as specified by the Secretary of the Treasury or his delegate for
  the month preceding the month in which the Participant's
distribution commences.                               

            Mortality: the 1983 Group Annuity Mortality Table using a blend of
50% of the male table and 50% of the female table.    

        1.02 "Actuarial Value" shall mean the lump sum cash value, as calculated
by an actuary selected by the Company, computed on the basis of the following   
actuarial assumptions:                                                          

           Interest: the annual interest rate on 30-year Treasury securities
           as specified by the Secretary of the Treasury or his delegate for
  the month preceding the month in which the Participant's
distribution commences.                               

            Mortality: the 1983 Group Annuity Mortality Table using a blend of
50% of the male table and 50% of the female table.    

1.03 "Beneficiary" shall mean the surviving spouse of a deceased
Participant.                                                                    

1.04 "Board" shall mean the board of directors of the Company.  

    1.05 "Change in Control" shall mean the first to occur of any of the
following events, unless such event shall have received prior approval of a     
majority vote of the Continuing Directors, as defined below, indicating that    
such event shall not constitute a Change in Control:                            

           (i) Any "person" (as that term is used in Section 13(d) and
      14(d) of the Securities Exchange Act of 1934) (other than the Company,
   any trustee or other fiduciary holding securities under an employee
 benefit plan of the Company or any corporation owned, directly or
        indirectly, by the stockholders of the Company in substantially the same
  proportions as their ownership of the stock of the Company), is or
becomes the                                                     

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    "beneficial owner" (as defined in Rule 13(d)(3) under the Securities
   Exchange Act of 1934), directly or indirectly, of securities of the
        Company representing thirty percent (30%) or more of the combined voting
power of the Company's then outstanding securities.             

            (ii) During any period of two consecutive years (not including
 any period prior to the Effective Date of this Plan), individuals
     ("Existing Directors") who at the beginning of such period constitute
the Board of Directors, and any new board member (an "Approved  
    Director") (other than a board member designated by a person who has
  entered into an agreement with the Company to effect a transaction
     described in paragraph (i), (iii) or (iv) of this Section 1.05) whose
    election by the Board of Directors or nomination for election by the
    Company's shareholders was approved by a vote of at least two-thirds
     (2/3) of the board members then still in office who either were board
      members at the beginning of the period or whose election or nomination
    for election previously was so approved (Existing Directors together
       with Approved Directors constituting "Continuing Directors"), cease for
       any reason to constitute at least a majority of the Board of Directors;
or                                                              

       (iii) The stockholders of the Company approve a merger or
    consolidation of the Company with any other person, other than (a) a
      merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to 
     represent (either by remaining outstanding or by being converted into
   voting securities for the surviving entity) more than fifty percent
  (50%) of the combined voting power of the voting securities of the
   Company or such surviving entity outstanding immediately after such
 merger or consolidation, or (b) a merger in which no "person" (as
      defined in Section 1.05(i)) acquires more than thirty percent (30%) of
       the combined voting power of the Company's then outstanding securities;
or                                                              

             (iv) The stockholders of the Company approve a plan of complete
      liquidation of the Company or an agreement for the sale or disposition
      by the Company of all or substantially all of the Company's assets (or
any transaction having a similar effect).                       

1.06 "Board" shall mean the board of directors of the Company.  

1.07 "Claimant" shall have the meaning set forth in Section 8.1.

    1.08 "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.                                                              

    1.09 "Committee" shall mean the Compensation Committee of the Board.

 1.10 "Company" shall mean Premium Standard Farms Inc., a Delaware
corporation.                                                                    

        1.11 "Early Retirement Age" shall mean age 55 with five years of Vesting
Service.                                                                        

     1.12 "Employer(s)" shall mean the Company and any subsidiaries of the
Company that have been selected by the Board to participate in the Plan.        

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       1.13 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.                                                                     

1.14 "Final Average Earnings" shall mean the average of the     
Participant's final three full calendar years' base salary, including any       
amounts deferred to a qualified or nonqualified retirement plan or contributed  
by the Participant to a cafeteria plan.                                         

1.15 "Normal Retirement Age" shall mean age 62.                 

1.16 "Participant" shall mean any employee who is selected to   
participate in the Plan by the Board and listed on Exhibit A as amended hereto  
from time to time. The Board shall have the sole and exclusive authority to     
select and delete Participants and to determine each Participant's Primary      
Benefit.                                                                        

1.17 "Plan" shall mean this Special Executive Retirement Plan.  

       1.18 "Primary Benefit" shall mean a monthly benefit equal to 1/12th of:

           (i) the percentage of Final Average Earnings times Years of
       Benefit Service set forth opposite the Participant's name on Exhibit A.

      The Maximum Primary Benefit shall be a monthly benefit equal to 1/12th
of 66.7% of Final Average Earnings.                                             

       1.19 "Retirement Plan Offset Amount" shall mean the increase in benefit
actually paid to or on behalf of a Participant because of such Participant's    
service with an Employer under any defined benefit retirement plans of the      
Company or ContiGroup Companies, Inc. or its affiliates, including the Actuarial
Equivalent of any benefit not paid as a monthly annuity. A Participant's        
Retirement Plan Offset Amount shall include any distributions (other than       
distributions of salary deferrals) previously made to the Participant.          

   1.20 "SERP Benefit" shall mean the benefit payable to a Participant
determined under Section 4.01.                                                  

   1.21 "Social Security Offset Amount" shall mean one-half (1/2) of a
Participant's anticipated monthly social security benefit payable beginning at  
the earliest age permitted (currently 62), multiplied by a fraction, the        
numerator of which shall be the Participant's Years of Benefits Service and the 
denominator of which is the Participant's years of service for purposes of      
calculating his social security benefit, subject to the following rules:        

              (i) If a Participant elects to commence benefits under this Plan
      prior to age 62, his Social Security Offset Amount shall be reduced by
     6% by each full year by which the date on which he commences benefits
precedes the date on which he attains Normal Retirement Age.    

               (ii) If a Participant elects to commence benefits under this Plan
    at any age in a lump sum, his Social Security Offset Amount shall be
  one-half (1/2) the Actuarial Value of his expected social security
benefits, including any benefits previously paid assuming       

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     that his benefits commenced at the earliest age permitted (currently,
        age 62) and were not thereafter adjusted for cost of living adjustments.

           (iii) If a Participant elects to commence benefits under this
 Plan in an annuity form at or following the time he has commenced
      receipt of social security benefits, his Social Security Offset Amount
        shall be one-half (1/2) the actual monthly benefit received at that time
      and shall not be adjusted thereafter for cost of living adjustments or
the subsequent death of the Participant.                        

               (iv) If a surviving spouse is entitled to a benefit pursuant to
    Section 4.06, the Social Security Offset Amount shall be computed as
though the Participant was still living at age 62.              

        1.22 "Years of Benefit Service" shall mean full years of employment with
the Company.                                                                    

        1.23 "Years of Vesting Service" shall mean full years of employment with
the Company, excluding for this purpose years of employment prior to January 1, 
2000.                                                                           

ARTICLE II - ELIGIBILITY                                                        

       2.01 SELECTION BY COMMITTEE. Participation in the Plan shall be limited
to a select group of management and highly compensated employees of the         
Employers. From that group, the Committee shall select, in its sole discretion, 
employees to participate in the Plan.                                           

ARTICLE III -  VESTING                                                          

      3.01 VESTING IN BENEFITS. Each Participant shall be 100% vested in his
SERP Benefit upon the completion of five (5) Years of Vesting Service.          

 3.02 CHANGE IN CONTROL. Notwithstanding Section 3.01 or any other
provision in this Plan that could be interpreted to the contrary, in the event  
of a Change in Control, a Participant's SERP Benefit shall immediately become   
100% vested (if it is not already vested in accordance with Section 3.01 above).

 ARTICLE IV - BENEFITS

      4.01 NORMAL RETIREMENT. A Participant who has completed five (5) Years
of Vesting Service and who has terminated employment with the Company shall be  
entitled to receive a SERP Benefit at Normal Retirement Age. The SERP Benefit   
payable to a Participant at Normal Retirement Age shall be an annuity for the   
life of the Participant equal to his Primary Benefit minus the sum of (i) his   
Retirement Plan Offset Amount and (ii) his Social Security Offset Amount.       

     4.02 EARLY RETIREMENT. A Participant who attains Early Retirement Age
and who has terminated employment shall be entitled to retire and receive a     
reduced SERP Benefit equal to his SERP Benefit reduced by one half of one       
percent (.5%) for each month by which the date on which he commences benefits   
precedes the date on which he attains his Normal Retirement Age.                

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        4.03 FORM OF BENEFITS. Payments of vested SERP Benefits shall be made in
the form and at the time elected by the Participant. The Participant shall make 
an election as to the form and timing of payments no later than 60 days prior to
the end of the second calendar year preceding his retirement or other           
termination of employment on forms and in accordance with procedures announced  
from time to time by the Committee. Such election may be revoked or amended any 
time prior to the last date for making an election according to the preceding   
sentence. The forms of benefit available under the Plan shall be:               

            (i) lump sum, which shall be the Actuarial Value of the SERP
Benefit;                                                        

           (ii) joint and 50% survivor annuity, which shall be a monthly
 income payable for the lifetime of the Participant and continuing
        thereafter in an amount one-half as large to the Participant's surviving
 spouse for the lifetime of such spouse and shall be the Actuarial
Equivalent of the SERP Benefit;                                 

             (iii) joint and 100% survivor annuity, which shall be a monthly
 income payable for the lifetime of the Participant and continuing
       thereafter in an equal amount to the Participant's surviving spouse for
        the lifetime of such spouse and shall be the Actuarial Equivalent of the
SERP Benefit; and                                               

     (iv) an annuity for the life of the Participant only.

      If the Participant has elected a joint and survivor annuity and has no
      spouse at the time benefits become payable, the election shall be void
and the benefits shall be paid as an annuity for the life of the
  Participant only. Should the spouse die after benefits have become
      payable, no survivor annuity shall be paid to any subsequent spouse of
the Participant.                                                

    4.04 COMMITTEE DISCRETION. The Committee, in its sole discretion and
consistent with its established procedures and rules, may consider other forms  
of vested SERP Benefit payments, or the timing of vested SERP Benefit payments, 
as it deems necessary and prudent under the circumstances.                      

        4.05 WITHHOLDING AND PAYROLL TAXES. The Employer, to the extent required
by applicable law, shall withhold from any and all benefits made under this     
Article 4, all federal, state and local income, employment and other taxes      
required to be withheld by the Employer in connection with the benefits         
hereunder, in amounts to be determined in the sole discretion of the Employer.  

 4.06 BENEFITS ON DEATH. If a Participant dies prior to commencing
benefits under this Plan and is married on the date of his death, a spousal     
death benefit shall be payable under this Plan. The spousal death benefit under 
this Plan shall be equal to an annuity based on 50% of the Participant's SERP   
Benefit, commencing immediately but no earlier than the date that the           
Participant would have attained age 55, and reduced by one-half of one percent  
(.5%) for each month by which the date benefits commence precedes the date that 
the Participant would have attained age 62. Any spousal death benefits payable  
under this Plan shall be paid in the form of an annuity for the spouse's single 
life. If a Participant has no surviving spouse, the benefits remaining under the
Plan shall be forfeited.                                                        

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        4.07 COMMENCEMENT OF BENEFITS. Payment of a benefit to a Participant may
not begin earlier than the later of:                                            

(i) the Participant's Early Retirement Age, or  

 (ii) The Participant's termination of employment.

 ARTICLE V - TERMINATION AND AMENDMENT

      5.01 TERMINATION. The Company reserves the right to terminate the Plan
at any time by the action of the Board. The termination of the Plan shall not   
adversely affect any Participant or his or her Beneficiary who has become       
entitled to the payment of any benefits under the Plan as of the date of        
termination, provided, however, that the Employer shall have the right to       
accelerate payments by paying the Actuarial Value of such payments. For all     
other Participants, upon the termination of the Plan, the Employer shall have   
the right to pay the Actuarial Value of a Participant's vested SERP Benefit in a
lump sum.                                                                       

      5.02 AMENDMENT. The Company may, at any time, amend or modify the Plan
in whole or in part by the action of its Board; provided, however, that no      
amendment or modification shall be effective to decrease or restrict a          
Participant's then vested SERP Benefit. The amendment or modification of the    
Plan shall not affect any Participant or his or her Beneficiary who has become  
entitled to the payment of benefits under the Plan as of the date of the        
amendment or modification; provided, however, that the Employer shall have the  
right to accelerate installment payments by paying the Actuarial Value of such  
payments in a lump sum or the Actuarial Equivalent in some other accelerated    
form of payment.                                                                

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 ARTICLE VI - OTHER BENEFITS AND AGREEMENT

    6.01 COORDINATION WITH OTHER BENEFITS. Except as provided herein and
except as otherwise expressly provided under any other plan or program for      
employees of the Employers, the benefits provided under this Plan to a          
Participant are in addition to the benefits available to such Participant under 
any other such plan or program. The Plan shall supplement and shall not         
supersede, modify or amend any other such plan or program except as may         
otherwise be expressly provided.                                                

ARTICLE VII - ADMINISTRATION OF THE PLAN

        7.01 COMMITTEE DUTIES. This Plan shall be administered by the Committee,
or such committee or individual as the Board shall appoint. Members of the      
Committee may be Participants under this Plan. The Committee shall also have the
discretion and authority to (i) make, amend, interpret and enforce all          
appropriate rules and regulations for the administration of this Plan and (ii)  
decide or resolve any and all questions including interpretations of this Plan, 
as may arise in connection with the Plan.                                       

  7.02 AGENTS. In the administration of this Plan, the Committee may
employ agents and delegate to them such administrative duties as it sees fit    
(including acting through a duly appointed representative) and may from time to 
time consult with counsel who may be counsel to any Employer.                   

7.03 BINDING EFFECT OF DECISIONS. The decision or action of the 
Committee with respect to any question arising out of or in connection with the 
administration, interpretation and application of the Plan and the rules and    
regulations promulgated hereunder shall be final and conclusive and binding upon
all persons having any interest in the Plan.                                    

   7.04 INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold
harmless the members of the Committee against any and all claims, losses,       
damages, expenses or liabilities arising from any action or failure to act with 
respect to this Plan, except in the case of willful misconduct by the Committee 
or any of its members.                                                          

 7.05 EMPLOYER INFORMATION. To enable the Committee to perform its
functions, each Employer shall supply full and timely information to the        
Committee on all matters relating to the compensation of its Participants, the  
date and circumstances of the retirement, disability, death or termination of   
employment of its Participants, and such other pertinent information as the     
Committee may reasonably require.                                               

ARTICLE VIII - CLAIMS PROCEDURES

8.01 PRESENTATION OF CLAIM. Any Participant or Beneficiary (such
Participant or Beneficiary being referred to below as a "Claimant") may deliver 
to the Committee a written claim for a determination with respect to the amounts
distributable to such Claimant from the Plan. If such a claim relates to the    
contents of a notice received by the Claimant, the claim must be made within 60 
days after such notice was received by the Claimant. The claim must state with  
particularity the determination desired by the Claimant. All other claims must  
be made                                                                         

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within 180 days of the date on which the event that caused the claim to arise   
occurred. The claim must state with particularity the determination desired by  
the Claimant.                                                                   

        8.02 NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
claim within 90 days (unless special circumstances require additional time), and
shall notify the Claimant in writing:                                           

              (i) that the Claimant's requested determination has been made,
and that the claim has been allowed in full; or                 

           (ii) that the Committee has reached a conclusion contrary, in
     whole or in part, to the Claimant's requested determination, and such
    notice must set forth in a manner calculated to be understood by the
Claimant;                                                       

                       (1) the specific reason(s) for the denial of the claim,
or any part of it;                              

                        (2) specific reference(s) to pertinent provisions of the
Plan upon which such denial was based;          

               (3) a description of any additional material or
                information necessary for the Claimant to perfect the claim, and
                an explanation of why such material or information is necessary;
and                                             

                    (4) an explanation of the claim review procedure set
forth in Section 8.03 below.                    

      8.03 REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice
from the Committee that a claim has been denied, in whole or in part, a Claimant
(or the Claimant's duly authorized representative) may file with the Committee a
written request for a review of the denial of the claim. Thereafter, but not    
later than 30 days after the review procedure began, the Claimant (or the       
Claimant's duly authorized representative):                                     

(i) may review pertinent documents;             

           (ii) may submit written comments or other documents; and/or

             (iii) may request a hearing, which the Committee, in its sole
discretion, may grant.                                          

   8.04 DECISION ON REVIEW. The Committee shall render its decision on
review promptly, and not later than 60 days after the filing of a written       
request for review of the denial, unless a hearing is held or other special     
circumstances require additional time, in which case the Committee's decision   
must be rendered within 120 days after such date. Such decision must be written 
in a manner calculated to be understood by the Claimant, and it must contain:   

(i) specific reasons for the decision;          

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                (ii) specific reference(s) to the pertinent Plan provisions upon
which the decision was based; and                               

         (iii) such other matters as the Committee deems relevant.

        8.05 LEGAL ACTION. A Claimant's compliance with the foregoing provisions
of this Article 8 is a mandatory prerequisite to a Claimant's right to commence 
any legal action with respect to any claim for benefits under this Plan.        

ARTICLE IX - MISCELLANEOUS

     9.01 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries
successors and assigns shall have no legal or equitable rights, interests or    
claims in any property or assets of an Employer. Any and all of an Employer's   
assets shall be, and remain, the general, unpledged, unrestricted assets of the 
Employer. An Employer's obligation under the Plan shall be merely that of an    
unfunded and unsecured promise to pay money in the future.                      

     9.02 EMPLOYER'S LIABILITY. An Employer's liability for the payment of
benefits shall be defined only by the Plan. An Employer shall have no obligation
to a Participant under the Plan except as expressly provided in the Plan.       

       9.03 NONASSIGNABILITY. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage 
or otherwise encumber, transfer, hypothecate or convey in advance of actual     
receipt, the amounts, if any, payable hereunder, or any part thereof, which are,
and all rights to which are, expressly declared to be, unassignable and         
non-transferable. No part of the amounts payable shall, prior to actual payment,
be subject to seizure or sequestration for the payment of any debts, judgments, 
alimony or separate maintenance owed by a Participant or any other person, nor  
be transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.                                              

        9.04 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between any Employer 
and the Participant. Such employment is hereby acknowledged to be an "at will"  
employment relationship that can be terminated at any time for any reason, with 
or without cause, unless expressly provided in a written employment agreement.  
Nothing in this Plan shall be deemed to give a Participant the right to be      
retained in the service of any Employer or to interfere with the right of any   
Employer to discipline or discharge the Participant at any time.                

    9.05 FURNISHING INFORMATION. A Participant or his or her Beneficiary
will cooperate with the Committee by furnishing any and all information         
requested by the Committee and take such other actions as may be requested in   
order to facilitate the administration of the Plan and the payments of benefits 
hereunder, including but not limited to taking such physical examinations as the
Committee may deem necessary.                                                   

     9.06 TERMS. Whenever any words are used herein in the masculine, they
shall be construed as though they were in the feminine in all cases where they  
would so apply; and wherever any words are used herein in the singular or in the
plural, they shall be construed as                                              

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though they were used in the plural or the singular, as the case may be, in all 
cases where they would so apply.                                                

       9.07 CAPTIONS. The captions of the articles, sections and paragraphs of
this Plan are for convenience only and shall not control or affect the meaning  
or construction of any of its provisions.                                       

       9.08 GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall
be construed and interpreted according to the internal laws of the State of     
Missouri without regard to its conflict of laws principles.                     

     9.09 VALIDITY. In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect the      
remaining parts thereof, but this Plan shall be construed and enforced as if    
such illegal and invalid provision had never been inserted herein.              

      9.10 NOTICE. Any notice or filing required or permitted to be given to
the Committee under this Plan shall be sufficient if in writing and             
hand-delivered, or sent by registered or certified mail, to the address below:  

   Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt   
for registration or certification.                                              

       Any notice or filing required or permitted to be given to a Participant
under this Plan shall be sufficient if in writing and hand-delivered, or sent by
mail, to the last known address of the participant.                             

        9.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of the Participant's Employer and its successors and assigns and the    
Participant and the Participant's Beneficiary.                                  

   9.12 SPOUSE'S INTEREST. The interest in the benefits hereunder of a
spouse of a Participant who has predeceased the Participant shall automatically 
pass to the Participant and shall not be transferable by such spouse in any     
manner, including but not limited to such spouse's will, nor shall such interest
pass under the laws of intestate succession.                                    

      9.13 INCOMPETENT. If the Committee determines in its discretion that a
benefit under this Plan is to be paid to a minor, a person declared incompetent 
or to a person incapable of handling the disposition of that person's property, 
the Committee may direct payment of such benefit to the guardian, legal         
representative or person having the care and custody of such minor, incompetent 
or incapable person. The Committee may require proof of minority, incompetency, 
incapacity or guardianship, as it may deem appropriate prior to distribution of 
the benefit. Any payment of a benefit shall be a payment for the account of the 
Participant and the Participant's Beneficiary, as the case may be, and shall be 
a complete discharge of any liability under the Plan for such payment amount.   

  9.14 COURT ORDER. The Committee is authorized to make any payments
directed by court order in any action in which the Plan or Committee has been   
named as a party.                                                               

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      9.15 DISTRIBUTION IN THE EVENT OF TAXATION. If, for any reason, all or
any portion of a Participant's benefit under this Plan becomes taxable to the   
Participant prior to receipt, a Participant may petition the Committee for a    
distribution of that portion of his or her benefit that has become taxable. Upon
the approval of such a petition a Participant's Employer shall distribute to the
Participant immediately available funds in an amount equal to the taxable       
portion of his or her benefit (which amount shall not exceed a Participant's    
unpaid vested benefit under the Plan). If the petition is approved, the tax     
liability distribution shall be made within 90 days of the date when the        
Participant's petition is approved. Such a distribution shall affect and reduce 
the benefits to be paid under this Plan.                                        

    IN WITNESS WHEREOF, Premium Standard Farms Inc. has signed this Plan
document as of January 1, 2001.                                                 
                 "COMPANY'

                                   PREMIUM STANDARD FARMS INC.

               By: /s/
                                                --------------------------------
              Title:
                                                   -----------------------------

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                                                                       Exhibit A

PREMIUM STANDARD FARMS, INC.

 SERP PARTICIPANTS

                                                                [Download Table]

       Name                         Position                    Percent
       ----                         --------                    -------
                                                                       
John Meyer               CEO                                       4%  
Robert Manly             President                                 4%  
Stephen Lightstone       CFO                                       4%  
Michael Townsley         Sr. VP Sales and Marketing                2%  
David James              VP MO & NC Farm Operations                2%  
Don Killingsworth        VP Industrial Procurement                 2%  
Dennis Rippe             VP Controller, Corp. Asst. Secretary      2%  
Daniel Harris            VP Information Technology                 2%  
David Klein              VP Human Resources                        2%  
Calvin Held              VP Milan Plant Processing Operations      2%  
David Townsend           VP Environmental Affairs                  2%  
Charles Arnot            VP Communications and Public Affairs      2%  
Collette Schultz-Kaster  VP Food Safety and Technical Services     2%  
Jere Null                VP Lundy Plant Processing Operations      2%  

Dates Referenced Herein

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
Filed on:		6/29/01							None on these Dates
		1/1/01		15
		1/1/00		1		8
									List all Filings