CONTRIBUTION AGREEMENT

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of this 30^th day of May, 2006, by and between U.S. Premium Beef, LLC, a Delaware limited liability company ("USPB"), and National Beef Packing Company, LLC, a Delaware limited liability company (the "Company").  USPB and the Company may be referred to herein individually as a "Party" or collectively as the "Parties."

WHEREAS, National Beef California, L.P. ("NBC") and the Company have entered into a Contribution Agreement dated as of May 19, 2006, (the "Agreement") with Brawley Beef, LLC ("Brawley") under which NBC will acquire substantially all the assets of Brawley in exchange for the assumption of certain liabilities of Brawley and the issuance by NBC of 44,160 limited partnership units (the "LP Units"); and

WHEREAS, Brawley and USPB have entered into a Contribution Agreement dated as of May 30, 2006, (the "USPB Agreement") under which Brawley will contribute the LP Units to USPB in exchange for 44,160 Class A and 44,160 Class B membership units in USPB (the "USPB Units"); and

WHEREAS, USPB will contribute the LP Units to the Company, and in exchange the Company shall issue membership units in the Company to USPB, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises set forth above and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I
CONTRIBUTION

Section 1.1.          Contribution by USPB.  On the basis of the representations, warranties and agreements contained herein, effective as of the date of this Agreement (the "Contribution Date"), USPB hereby contributes, assigns, transfers, conveys and delivers to the Company, its successors and assigns all right, title and interest of USPB in the LP Units.

ARTICLE II
ISSUANCE OF UNITS

Section 2.1.          Issuance of the Units in the Company.  In exchange for the contribution of the LP Units, contemporaneously with the execution of this Agreement, the Company shall issue to USPB 5,899,297 of its Class A Membership Units and 664,475 of its Class B-1 Membership Units in the Company (the "Units").

Section 2.2.          Conditions to Issuance.  As a condition to the issuance of the Units, USPB and the other members of the Company shall have executed and delivered the Amendment to its Limited Liability Company Agreement (substantially in the form set forth in Exhibit A attached hereto).

ARTICLE III
VALUATION; ALLOCATION

Section 3.1.          Contribution Value.  The Company and USPB agree and acknowledge that the total value of the LP Units contributed by USPB in exchange for the Units shall be as set forth on Schedule 3.1 attached hereto.  The Parties further agree to be bound by such valuations in determining the capital account relating to the Units and calculating any income, gain, loss, depreciation or other tax credits, allocations, or deductions in respect of the Units and acknowledge that the valuation was determined pursuant to an arm's length negotiation.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR

USPB represents and warrants to the Company as follows:

Section 4.1.          Authority; Due Execution.  USPB has all requisite power and authority to enter this Agreement, and all other documents contemplated by this Agreement and to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder and thereunder.  The execution and delivery by USPB of this Agreement, and all other documents contemplated by this Agreement, and the consummation by USPB of the transactions contemplated hereby and thereby, have been duly authorized.

Section 4.2.          Enforceability.  This Agreement has been duly and validly executed and delivered by USPB and constitutes the valid and binding obligations of USPB, enforceable against USPB in accordance with its terms, except as (i) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) the availability of equitable remedies may be limited to equitable principles of general applicability.

Section 4.3.         No Violation.  Neither the entering into nor the delivery of this Agreement, and all other documents contemplated by this Agreement nor the completion of the transactions contemplated hereby or thereby will conflict with or result in the violation or default under any of the provisions of the Articles of Organization or Limited Liability Company Agreement of USPB.

Section 4.4.          Consents.  No consent, approval, order or authorization of, a registration, declaration or filing with any governmental body is required by or with respect to USPB in connection with the execution and delivery by USPB of this Agreement, and all other documents contemplated by this Agreement or the consummation by USPB of the transactions contemplated hereby or thereby.

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ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to USPB as follows:

Section 5.1.          Authority; Due Execution.  The Company has all requisite power and authority to enter this Agreement, and all other documents contemplated by this Agreement and to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder and thereunder.  The execution and delivery by the Company of this Agreement and all other documents contemplated by this Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized.

Section 5.2.          Enforceability.  This Agreement has been duly and validly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as (i) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) the availability of equitable remedies may be limited to equitable principles of general applicability.

Section 5.3.          No Violation.  The execution and delivery of this Agreement and all other documents contemplated by this Agreement by the Company does not, and the consummation of the transactions contemplated hereby and thereby will not conflict with, or result in any violation of, or default under any provision of the Articles of Organization or Limited Liability Company Agreement of the Company.

Section 5.4.          Consents.  No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Company in connection with the execution and delivery of this Agreement and all other documents contemplated by this Agreement or the consummation by the Company of the transactions contemplated hereby or thereby.

ARTICLE VI
CANCELLATION OF ISSUED UNITS

Section 6.1.          Tender of USPB Units Under Contribution Agreement.  Section 9.3 of the Contribution Agreement permits Brawley under certain circumstances to tender all or a portion of the USPB Units to NBC in satisfaction of claims by NBC for breaches of the Contribution Agreement.  In the event NBC receives such tendered units (the "Tendered Units"), NBC will promptly transfer the Tendered Units to USPB for cancellation.  The Company will in turn cancel that number of Class A Units and Class B-1 Units held by USPB that bear the same proportion to the total number of Units of both classes issued pursuant to Section 2.1, as the number of Tendered Units bears to the total number of USPB Units.  By the way of example, if NBC were to deliver 4,416 Class A and 4,416 Class B Tendered Units to USPB for cancellation, the Company would cancel 589,929.7 Class A Units and 66.447.5 Class B-1 Units held by USPB.