CONTRIBUTION AGREEMENT

FOR INTERESTS IN

U. S. PREMIUM BEEF, LLC

BY AND BETWEEN

U.S. PREMIUM BEEF, LLC

AND

BRAWLEY BEEF, LLC

Dated as of May 30, 2006

TABLE OF CONTENTS

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CONTRIBUTION AGREEMENT
FOR INTERESTS
IN U.S. PREMIUM BEEF, LLC

This Agreement to acquire interests in U.S. Premium Beef, LLC (this "Agreement"), dated as of May 30, 2006 (the "Effective Date"), is entered into by and between Brawley Beef, LLC, a California limited liability company ("Brawley Beef"), and U.S. Premium Beef, LLC, a Delaware limited liability company ("USPB") (each of Brawley Beef and USPB, a "Party" and together, the "Parties").

RECITALS:

WHEREAS, Brawley Beef desires to acquire 44,160 Class A and 44,160 Class B Units of USPB, and USPB desires to acquire 44,160 limited partnership units of National Beef California, LP as part of a series of transactions in which Brawley Beef will transfer certain assets and certain liabilities to National Beef California, LP, and USPB will transfer the limited partnership units acquired from Brawley Beef to National Beef Packing Company, LLC; and

WHEREAS, capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to the terms in Article 8 of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants described below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby covenant and agree as follows:

ARTICLE 1
ACQUISITION OF MEMBERSHIP INTERESTS

1.1                  Acquisition of Membership Interests by Brawley Beef.

Upon the terms and subject to the conditions of this Agreement at the Closing, USPB shall issue 44,160 Class A Units and 44,160 Class B Units of USPB to Brawley Beef (the "Brawley Membership Interest"), fully paid and free and clear of any Lien except for the security interest created pursuant to that certain Pledge Agreement of even date with this Agreement, in exchange for and Brawley Beef's transfer to USPB of the Consideration stated in Section 1.2.

1.2                  Consideration.

In consideration of the issuance and sale of the 44,160 Class A Units and 44,160 Class B Units to Brawley Beef as set forth in Section 1.1, Brawley Beef shall transfer to USPB 44,160 limited partnership units of National Beef California, LP, fully paid and free and clear of any Lien except for the security interest created pursuant to that certain Pledge Agreement of even date with this Agreement.

1.3                  Deliveries at Closing.

At the Closing Date:

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(1)               Brawley Beef will deliver to USPB 44,160 limited partnership units in National Beef California, LP;

(2)               USPB shall issue 44,160 Class A Units and 44,160 Class B Units of USPB to Brawley Beef, and the Brawley Membership Interest will be duly and validly authorized and issued, fully paid subject to the provisions of the USPB Limited Liability Company Agreement and the security interest created pursuant to that certain Pledge Agreement of even date with this Agreement;

(3)               USPB shall provide a certificate that the records of USPB that reflect Brawley Membership Interest of 44,160 Class A Units and 44,160 Class B Units;

(4)               Brawley Beef will execute and accept the Limited Liability Company Agreement of USPB attached as Exhibit A;

(5)               Brawley Beef will deliver an executed Application For Class A and/or Class B Membership form attached as Exhibit B;

(6)               Brawley Beef will deliver an executed Uniform Cattle Delivery and Marketing Agreement attached as Exhibit C; and

(7)               Each of the Parties shall deliver to the other Party certificates, instruments and documents reasonably requested by the other Parties to effectuate the transactions contemplated by this Agreement.

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