Stipulation

STIPULATION

It is stipulated by and between the undersigned parties, by their respective attorneys, that:

1. The parties consent that the Court may file and enter a Final Judgment in the form attached to this Stipulation, on the Court's own motion or on the motion of any party at any time, and without further notice to any party or other proceedings;
2. In the event the proposed Final Judgment is not entered pursuant to this Stipulation, this Stipulation shall be of no effect whatsoever and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding;
3. This Stipulation and the Final Judgment to which it relates are for settlement purposes only and do not constitute an admission by Defendant in this or any other proceeding that Section 7A of the Clayton Act, 15 U.S.C. § 18a, or any other provision of the law has been violated; and
4. The entry of the Final Judgment in accordance with this Stipulation settles, discharges, and releases any and all claims of Plaintiff, the United States, for civil penalties pursuant to Section 7A(g)(1) of the Clayton Act, 15 U.S.C. § 18a(g)(1), against Defendant and any officer, director, employee or trustee of Defendant, and any affiliates or subsidiaries of Defendant, for failure to comply with Section 7A of the Clayton Act, 15 U.S.C. § 18a, in connection with Defendant's 1998, 1999 and 2000 acquisitions of voting securities of IBP, Inc.

FOR THE DEFENDANT:

Dated: November 8 , 2004

FOR THE PLAINTIFF:

Dated: November 8 , 2004