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STANDARD TERMS AND CONDITIONS
FOR THE SALE OF CATTLE TO
TYSON FRESH MEATS, INC.
EFFECTIVE AS OF JANUARY 3, 2011

This document states standard terms and conditions which will apply to purchases of cattle by Tyson Fresh Meats, Inc. ("TFM") from the owner of the cattle ("Producer"). TFM requests that any cattle feeding facility which assists in the sale of its customer's cattle provide these terms for inspection by its customers, such customer being the Producer under the terms of this document. These standard terms and conditions will apply unless otherwise agreed upon and acknowledged in writing by the TFM cattle buyer buying the cattle.

1. Producer shall not add or replace cattle prior to shipment, with the exception of “same lot” cattle as agreed upon by both parties. Unless agreed upon in advance by TFM (which includes, without limitation, TFM physically viewing the cattle and agreeing to buy such cattle), TFM does not typically accept for processing at its facilities the following:

1. Cattle that exceed 58 inches in height
2. Non-ambulatory
3. Cattle that exceed 1500 pounds (note, at its discretion TFM may process cattle in excess of 1500 pounds)
4. Cattle with abscesses, scars, ruptures, uncastrated males, freshly castrated males, or cattle with fresh cuts or unhealed wound.
5. Cattle with Cysticercosis (measled beef).
6. Cattle with horns longer than 6 inches in length.
7. Any other defect that would result in a downgrade of the animal's carcass.

Further, TFM will not accept cattle for processing unless the Producer has provided TFM with (i) a prohibited feed assurance affidavit, (ii) drug withdrawal affidavit, and (iii) mCOOL certification, as such forms are provided by TFM.

2. If Producer sells to TFM on a quality grade and yield grade basis (i.e. United States Department of Agriculture, or USDA, assigned quality grades and TFM assigned yield grades, and referred to herein as a “G&Y Basis”), the premiums and discounts for a G&Y Basis will be negotiated between the Producer and the TFM cattle buyer. If premiums and discounts for quality grade and yield grade are not specifically negotiated, the premiums and discounts will be (i) TFM's premiums and discounts in effect on the date of sale for the TFM program under which the cattle are sold; or (ii) if the cattle are sold on a negotiated G&Y Basis the premiums and discounts would be as defined by the TFM formula in effect on the date of sale that is applicable to the plant where the cattle are delivered. In addition to premiums and discounts for quality grade and yield grade, the price paid for each carcass is subject to the following additional premiums and discounts (unless specified differently at the time of sale and acknowledged in writing by the TFM cattle buyer):

1. Premiums:
1. The premium in effect on the date of sale if a carcass qualifies as Certified Angus Beef.
2. Discounts:
1. The TFM discounts in effect on the date of sale will be applied if the carcass is determined by TFM to have a dairy conformation. Dairy conformation is typically indicated by a carcass having inferior overall muscling compared to normal "native conformation" cattle, including without limitation (a) rounds that are typically thinly muscled, usually exhibiting a straight line from hock to tail; (b) loins that are thin as compared to loins from native conformation cattle, with a substantial dip in the sirloin-short loin juncture which results in very thin strip steaks; (c) narrow and long ribeyes, which are usually small for their corresponding carcass weight; (d) overall length of the carcass is much longer than a native carcass of the same weight; (e) barrel of the body is usually deep and wide but thin; and/or (f) chucks are narrow and thinly muscled.
2. The TFM discounts in effect on the date of sale will be applied if the carcass is determined by TFM to be from a stag, cow or heiferette.
3. The TFM discounts in effect on the date of sale will be applied if TFM determines the lot to have excessive heavy or light carcasses.
4. The TFM discounts in effect on the date of sale will be applied if heifers are delivered that are pregnant, including those heifers that calve after transfer to TFM.

TFM may establish additional discounts and premiums, and such premiums and discounts when established will be made available by TFM. The most current version of the standard terms and conditions will be posted at the TFM plants. Producers are encouraged to inquire before the time of sale as to the discounts and premiums in effect for any future sale.

Camera Grading System: Terms and conditions for TFM’s camera grading system for determining and assigning yield grade are as follows:

1. A USDA approved camera will gather data to determine back fat (“BF”); rib eye area (“REA”); and kidney, pelvic and heart fat (“KPH”). The hot carcass weight (“HCW”) of each carcass will be based on the weights at the hot scale.
2. KPH will be estimated for each carcass through a USDA approved equation developed by the manufacturer of the camera grading system.
3. TFM will use the USDA formula for determining yield grade, described as:
   Yield Grade = 2.5 + (2.5 x BF) + (0.2 x KPH) + (0.0038 x HCW) – (0.32 x REA)
   The Yield Grade calcultion will then be used to determine if a carcass is a yield grade 1-5 using the same tables used by the USDA on the effective date of these terms and conditions.
4. The REA will be the average for the carcass, and the BF will be based on the most representative carcass side imaged, as determined by TFM. Due to the fact that BF can be torn from a carcass during the removal of the hide, or trimmed for various reasons, if an accurate reading of BF cannot be made due to the removal of BF on both halves of the carcass at the point of measurement, then a TFM carcass merchandiser will assign a yield grade based on an overall visualization of the carcass.
5. If the camera grading system does not get an accurate reading, TFM will take a manual BF and REA measurement to determine the yield grade.
6. If the camera grading system is unable to get an accurate reading due to the condition of the carcass, and the TFM carcass merchandiser cannot accurately measure and assess the carcass, then a default Yield grade will be assigned as follows:
1. USDA Prime and Choice quality graded carcasses will be defaulted to a Yield Grade 3.
2. USDA Select Quality Grade carcasses will be defaulted to a Yield Grade 2.
3. No Roll carcasses will be defaulted to a Yield Grade 1
4. All Other grades will be defaulted to a Yield Grade 2.

3. Title and risk of loss for cattle sold on a live basis will pass from Producer to TFM as agreed upon by the Producer and the TFM cattle buyer (F.O.B. feedyard or processing facility). Title for cattle sold on a carcass weight basis (in-the-beef or G&Y Basis) will pass upon the individual carcass for cattle passing the hot scale at TFM's plant. All cattle sold on a carcass weight basis (in-the-beef or G&Y Basis) will be purchased subject to passing inspection by the USDA, with TFM's then-current deduction in compensation for all carcasses or carcass parts that are condemned by USDA inspectors. Even if title and risk of loss has transferred from Producer to TFM, Producer will be responsible for damages incurred by TFM that are associated with any carcasses that contain drug residue or are adulterated in any other manner (which adulteration is due to Producer). This provision, however, shall not be deemed to authorize a right of recovery by TFM for any of TFM's incidental or consequential damages. Nothing in this agreement shall alter any rights or obligations that Producer, TFM or any feeding facility assisting in the sale of customer cattle may have respecting the other under applicable law in the event of any third-party claim.

4. If TFM is experiencing problems with its live scales at the TFM plant, and Producer has sold its cattle on a live basis delivered to that TFM plant, TFM will take one of the following actions:

1. Contact the Producer and determine if it is acceptable for TFM to purchase the cattle on a carcass weight basis, and the parties will agree on a corresponding carcass weight price based on the negotiated live price; or
2. TFM will have the trucker hauling the cattle weigh the loaded truck at the near¬est certified scale, and then will have the truck reweigh at the scale after unloading the cattle and prior to washout. The difference between the loaded and unloaded weight of the truck plus agreed upon shrink will be used as the payment weight for the cattle.

5. If Producer sells cattle on a carcass weight basis (in-the-beef or G&Y Basis), the carcass weight from the hot scale will be the weight for determining the payment weight. If TFM determines that the hot scale system did not capture an accurate hot weight for a carcass, a default weight will be assigned. The documentation provided to the producer will indicate when a default weight has been used.

6. Producer warrants that Producer has good and marketable title to all cattle delivered to TFM's plant.

7. Producer and TFM each agree that the buying and selling of cattle occurs in a setting where the Producer can offer to sell cattle to other buyers, and TFM can offer to buy cattle from other sellers. Having had the opportunity to deal with other buyers/sellers, the parties have agreed to enter a purchase/sale agreement with one another which involves a firm price or pricing mechanism for the cattle being sold by Producer to TFM. Each party understands and agrees that the other party may have used various factors and assumptions in assessing whether to offer or accept a given price or pricing mechanism, including information provided or pub¬lished by third parties (for, example, published information on fed cattle and beef prices, published information on live cattle futures prices, government data on cattle inventories, etc.). Unless set forth in writing and signed by both Producer and TFM, Producer does not warrant the accuracy, completeness, or appropriateness of such factors and assumptions as may have been used by TFM, and TFM does not warrant the accuracy, completeness, or appropriateness of such factors and assumptions as may have been used by Producer, and the parties agree that there will be no adjustment to the price or pricing mechanism if it later turns out that a third party made a mistake or error which affected such factors and assumptions as may have been relied upon by Producer, TFM, or both Producer and TFM. NOTWITHSTANDING THE ABOVE, IF INFORMATION PROVIDED OR PUBLISHED BY A THIRD PARTY SOURCE IS AN EXPRESS TERM IN AN AGREED UPON FORMULA ACTUALLY USED IN A PRICING CALCULATION (FOR EXAMPLE, A CATTLE FAX QUOTE IS USED AS THE BASE PRICE), AND THIS INFORMATION IS INCORRECTLY REPORTED, THE PARTIES WILL ADJUST THE PRICE RETROACTIVELY UNDER THE FORMULA USING THE CORRECTED INFORMATION. Unless otherwise agreed upon in writing, the parties specifically agree that the price(s) or pricing mechanism agreed upon will be used to make the final price determination for the cattle bought and sold.

8. TFM will deduct from the Producer's sales proceeds all required beef board and check off payments and any brand inspection fees. Also, if the Producer is responsible for delivering the cattle to the TFM facility, TFM will provide to Producer (to the extent available at the plant for delivery) the opportunity to avoid the risks associated with certain death loss during the transportation of cattle to the TFM facility. This Mortality Coverage Program, if available, is provided for a fee which is automatically deducted from the Producer's checks; unless the Producer instructs TFM that the Producer is declining to participate in the program. TFM's BUYER WILL INFORM NEW CUSTOMER OF THIS PROGRAM PRIOR TO DELIVERY EITHER BY ORAL INSTRUCTION OR DELIVERY OF THIS DOCUMENT, AND IF A PRODUCER CHOOSES TO DECLINE THE INSURANCE HE SHOULD INFORM TFM PRIOR TO SHIPPING THE CATTLE. If a Producer initially declines to enroll in the Mortality Coverage Program, or subsequently declines to enroll in the Mortality Coverage Program, Producer may not enroll in the program for a period of at least one year from the date of the declaration. The cost of the program may change from time to time, and for the current deduction a producer should contact the plant scalehouse where the producer’s cattle will be delivered. The program may also contain a limitation on whether all cattle deaths will be covered. This limitation may be imposed on producers with a history of higher death loss and excessive loss ratio. This limitation is at the discretion of TFM.

If a Producer believes the specifically agreed upon terms and conditions of a sale of cattle are contrary to the terms and conditions expressed herein, unless otherwise agreed upon in a writing signed by both parties, these standard terms and conditions shall be controlling, THESE STANDARD TERMS AND CONDITIONS MAY BE UPDATED PERIODICALLY BY TFM, AND A CURRENT COPY OF THESE TERMS AND CONDITIONS WILL BE POSTED AT THE TFM PROCESSING FACILITIES AND AVAILABLE FROM YOUR BUYER.

[End of Standard Terms and Conditions.]

Mission Statement on Animal Well-Being

Tyson Fresh Meats, Inc., is committed to the well-being, proper handling, and humane slaughter of animals This is a long-standing commitment and we pledge our diligence in leading the industry pursuit of new and improved technology and methods to further enhance animal well- being. This is not only the right thing to do, but is an important moral and ethical obligation we owe to our suppliers to our customers, to ourselves, and most of all to the animals we depend on for our products and our livelihood. All Tyson Team Members, as well as our suppliers, are expected to respect and serve as stewards of the animals we work with every day, treating them in a proper manner at all times.

Questions About Procurement Programs

If you have any questions about standard procurement programs or more specific programs, please communicate with your TFM cattle buyer.