Member No.  ______

UNIFORM CATTLE DELIVERY AND MARKETING AGREEMENT

U.S. PREMIUM BEEF, LLC

P.O. BOX 20103

KANSAS CITY, MO  64195

PHONE: (866) 877-2525 FAX: (816) 713-8810

"ODD SLOTS"

            THIS AGREEMENT , effective as of _______________, 20___, is between U.S. Premium Beef, LLC (a Delaware limited liability company, referred to as "USPB"), and the undersigned contracting producer (referred to as "Producer") who holds Class A Units issued by USPB.  USPB desires to protect its interests by ensuring that it will have access to an adequate supply of cattle for delivery to cattle processing facilities owned, controlled or contracted by USPB on behalf of USPB and other Class A Unitholders who deliver cattle to or through USPB; and the Producer desires to supply cattle to or through USPB for further processing.  USPB and the Producer agree that the Producer must own, control, or associate with others to make beneficial changes in cattle breeding and production to meet processing and beef consumer preference demands.  Subject to the terms, conditions, and obligations of USPB and Producer in this Agreement, similar obligations of other Class A Unitholders contracting with USPB, and in accordance with the Limited Liability Company Agreement of USPB, the Producer and USPB agree as follows:

            1.          Commitment to Supply Cattle to USPB.   Producer agrees to deliver and supply to or through USPB and USPB agrees to market or receive for processing one head of cattle from the Producer for each Class A Unit owned by the Producer (subject to assignment as provided below and as provided in Paragraph 13) each year during the term of this Agreement, except that the Board of Directors may reduce the annual cattle delivery amount by giving advance written notice, if the Board determines in its sole discretion that the available processing capacity held, controlled, or contracted by USPB for its Class A Members will be a lesser amount.  The Board of Directors may, by resolution, allow a small deviation from the above annual delivery requirements to allow for Producer's production variances.  The Board of Directors may approve the assignment of delivery rights under this Agreement to another Class A Member, or an associate of USPB; provided, however, that the Producer remains liable for any underdeliveries or non-deliveries.  USPB shall attempt to limit odd slot delivery agreements to allow all cattle committed to delivery to be delivered.  However, if there are more cattle committed than available slots for processing, USPB will accept delivery commitments on a first-come, first-served basis for the available slots or utilize a selection method for delivery commitments described in Paragraph 2. 

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2.         Delivery of Cattle.  USPB will attempt to accommodate the Producer's preference for delivery as indicated in Paragraph 1.  However, for delivery slots that are overfilled, USPB intends to use a selection procedure that may include closing certain delivery slots or incentives to fill underfilled delivery.  If the Producer selects an overfilled slot, the Producer may select an underfilled slot or participate in a selection procedure with other Producers to determine how the odd slots will be filled.  A uniform delivery schedule shall be prepared by USPB and given to the Producer with the actual delivery period(s).  The Producer agrees to supply the cattle in accordance with the delivery schedule and agrees the risk of loss for the cattle shall remain with the Producer until the cattle are delivered to USPB at a location designated by USPB.

            3.         Appointment of USPB as Purchasing Agent.   The Producer appoints and designates USPB to act as his, her or its sole agent in the sale and marketing or utilization of cattle committed to USPB under this Agreement and any extensions, renewals or amendments of this Agreement.

            If a Producer is unable to supply the required amount of cattle, the Producer must obtain the cattle from any other source and deliver the cattle to USPB, just as if the cattle had been produced by the Producer.  If the Producer does not deliver the cattle as stated, the Producer agrees that USPB, at USPB's option without the obligation, may act as Producer's agent for the purpose of obtaining cattle in the name of the Producer and may charge to the Producer all expenses, including, but not limited to, the price of the cattle, shipping, reasonable attorneys' fees, and all incidental costs.

            USPB shall have no obligation to accept any cattle for marketing or processing in an amount greater than one head of cattle for each Class A Unit held by Producer, regardless of whether the Producer's total cattle production has increased.

            4.         Minimum Quality Standards.   All cattle delivered by Producer under this Agreement shall meet the minimum quality standards of the industry for cattle to be processed.  Cattle of substandard quality, as determined by USPB or the entity processing the cattle, shall be either: (1) rejected and returned to the Producer with all costs relating to the rejection and return charged to the Producer; or (2) accepted and handled or disposed of in a manner customary in the industry with any necessary costs charged to the Producer.  If the Producer intentionally delivers cattle that fail to meet minimum quality standards (due to disease or otherwise), repeatedly delivers cattle that fail to meet minimum quality standards (due to disease or otherwise), or intentionally delivers cattle from a source, feedyard, or supply that jeopardizes the quality of the meat from the cattle as determined by USPB, it is a breach of this Agreement and USPB may terminate this Agreement and the Producer's membership in USPB.

            5.         Pooling Arrangement.   USPB may pool the Producer's cattle for sale to various markets or for processing.

            6.         Payment to Producer.   USPB shall market, process