Agreement and Plan of Merger - IBP Inc. and Tyson Foods Inc.


                       AGREEMENT AND PLAN OF MERGER

                                DATED AS OF

                              January 1, 2001

                                   AMONG

                                IBP, INC.,

                             TYSON FOODS, INC.

                                    AND

                       LASSO ACQUISITION CORPORATION




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                             TABLE OF CONTENTS

                                                                Page

ARTICLE 1      DEFINITIONS                                        2
     Section 1.01.  Definitions                                   2

ARTICLE 2      THE OFFER AND THE EXCHANGE OFFER                   4
     Section 2.01.  The offer                                     4
     Section 2.02.  Company Action                                8
     Section 2.03.  Company  Board Representation; Section 14(f) 10
     Section 2.04.  Adjustment of the Exchange Offer Ratio       11

ARTICLE 3      THE MERGER                                        11
     Section 3.01.  The Merger                                   11
     Section 3.02.  Conversions of Shares                        11
     Section 3.03.  Surrender and Payment                        12
     Section 3.04.  Stock Options                                13
     Section 3.05.  Withholding Rights                           14
     Section 3.06.  Terminated Tender Offer                      14
     Section 3.07.  Adjustment of Exchange Ratio                 14

ARTICLE 4      THE SURVIVING CORPORTATION                        15
     Section 4.01.  Certificate of Incorporation                 15
     Section 4.02.  Bylaws                                       15
     Section 4.03.  Directors and Officers                       15

ARTICLE 5      REPRESENTATIONS AND WARRANTIES OF THE COMPANY     15
     Section 5.01.  Corporate Existence and Power                15
     Section 5.02.  Corporate Authorization                      15
     Section 5.03.  Governmental Authorization                   16
     Section 5.04.  Non-Contravention                            16
     Section 5.05.  Capitalization                               16
     Section 5.06.  Subsidiaries                                 17
     Section 5.07.  SEC Filings                                  17
     Section 5.08.  Financial Statements                         18
     Section 5.09.  Disclosure Documents                         18
     Section 5.10.  Absence of Certain Changes                   19
     Section 5.11.  No Undisclosed Material Liabilities          20
     Section 5.12.  Litigation                                   21
     Section 5.13.  Taxes                                        21
     Section 5.14.  ERISA                                        22
     Section 5.15.  Labor Matters                                24
     Section 5.16.  Compliance with Laws                         25
     Section 5.17.  Licenses and Permits                         25
     Section 5.18.  Intellectual Property                        25
     Section 5.19.  Environmental Matters                        26
     Section 5.20.  Finders' Fees                                27
     Section 5.21.  Inapplicability of Certain Restrictions      27
     Section 5.22.  Rights Plan                                  27


                                     25

ARTICLE 6      REPRESENTATIONS AND WARRANTIES OF PARENT          27
     Section 6.01.  Corporate Existence And Power                27
     Section 6.02.  Corporate Authorization                      28
     Section 6.03.  Governmental Authorization                   28
     Section 6.04.  Non-Contravention                            28
     Section 6.05.  Capitalization                               28
     Section 6.06.  Parent Subsidiaries                          29
     Section 6.07.  SEC Filings                                  30
     Section 6.08.  Parent Financial Statements                  30
     Section 6.09.  Disclosure Documents                         30
     Section 6.10.  Absence of Certain Changes                   31
     Section 6.11.  No Undisclosed Material Liabilities          32
     Section 6.12.  Adequate Funds                               32
     Section 6.13.  Ownership of Company Common Stock            32
     Section 6.14.  Finders' Fees                                32
     Section 6.15.  Compliance of Laws                           32

ARTICLE 7      COVENANTS OF THE COMPANY                          33
     Section 7.01.  Conduct of the Company                       33
     Section 7.02.  Stockholder Meeting                          35
     Section 7.03.  Access to Information                        35
     Section 7.04.  Other Offers                                 35
     Section 7.05.  Notices of Certain Events                    37
     Section 7.06.  Tax Matters                                  38
     Section 7.07.  Affiliates                                   38
     Section 7.08.  Confidentiality                              38
     Section 7.09.  Other Actions                                38

ARTICLE 8      COVENANTS OF PARENT                               39
     Section 8.01.  Parent Stockholder Meeting                   39
     Section 8.02.  Confidentiality                              39
     Section 8.03.  Voting of Shares                             39
     Section 8.04.  Director and Officer Liability               39
     Section 8.05.  Employee Matters                             39
     Section 8.06.  Obligations of Merger Co.                    39
     Section 8.07.  NYSE Listing                                 40
     Section 8.08.  Acquisition of Shares                        40
     Section 8.09.  Notices of Certain Events                    40
     Section 8.10.  Reorganization Matters                       40
     Section 8.11.  Information Relating to Offer                40
     Section 8.12.  Conduct of Parent                            40
     Section 8.13.  Voting Agreement                             41
     Section 8.14.  Other Actions                                41

ARTICLE 9      COVENANTS OF PARENT AND THE COMPANY               41
     Section 9.01.  Company Proxy Statement and Merger Form S-4  41
     Section 9.02.  Certain Regulatory Issues                    41
     Section 9.03.  Certain Filings                              42
     Section 9.04.  Public Announcements                         42
     Section 9.05.  Further Assurances                           42

ARTICLE 10     CONDITIONS TO THE MERGER                          43
     Section 10.01. Conditions to the Obligations of Each Party  43
     Section 10.02. Conditions to the Obligations of the Company 43




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ARTICLE 11     TERMINATION                                       43
     Section 11.01. Termination                                  43
     Section 11.02. Effect of Termination                        45
     Section 11.03. Parent Payment Event                         45

ARTICLE 12     MISCELLANEOUS                                     45
     Section 12.01. Notices                                      45
     Section 12.02. Survival of Representations and Warranties   47
     Section 12.03. Amendments; No Waivers; Direction of Merger  47
     Section 12.04. Expenses                                     47
     Section 12.05. Successors and Assigns; Benefit              47
     Section 12.06. Governing Law                                47
     Section 12.07. Counterparts; Effectiveness                  47


Exhibit A Form of Affiliate's Agreement
Exhibit B Form of Voting Agreement


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                       AGREEMENT AND PLAN OF MERGER
     AGREEMENT AND PLAN OF MERGER dated as of January 1, 2001 (the
"Agreement") among IBP, inc., a Delaware corporation (the "Company"), Tyson
Foods, Inc., a Delaware corporation ("Parent"), and Lasso Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent
("Merger Co.").
                           W I T N E S S E T H:
     WHEREAS, (i) on December 12, 2000, Parent and Merger Co. commenced a
tender offer (such offer, including any amendments and changes thereto
(including those contemplated by this Agreement) the "Offer") to acquire
50.1% (the "Maximum Amount") of the issued and outstanding shares of Common
Stock, par value $0.05 per share, of the Company ("Company Common Stock")
for $26.00 per share (such amount, or any greater amount per share paid
pursuant to the Offer, the "Per Share of Company Common Stock Amount") net
to the seller in cash and (ii) on December 12, 2000 Parent and Merger Co.
filed with the Securities and Exchange Commission (the "SEC") a Tender
Offer Statement on Form TO, (together with all amendments and supplements
thereto, the "Form TO") promulgated under the Securities Exchange Act of
1934, as amended (such Act and the rules and regulations promulgated
thereunder being referred to herein as the "Exchange Act"), which Form TO
included an offer to purchase (the "Offer to Purchase");
     WHEREAS, on December 22, 2000, the Company filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 promulgated under
the Exchange Act (together with all amendments and supplements thereto, the
"Schedule 14D-9") containing the recommendation of the Board of Directors
of the Company;
     WHEREAS, Parent and Merger Co. (i) on December 28, 2000, announced
that they were increasing the Per Share of Company Common Stock Amount to
$27.00 net to the seller in cash and (ii) on December 29, 2000 filed with
the SEC an amendment to the Form TO which incorporated into the Offer,
among other things, the Per Share of Company Common Stock Amount of $27.00;
     WHEREAS, Parent and Merger Co. propose to increase the Per Share of
Company Common Stock Amount to $30.00 net to the seller in cash on the
terms and subject to the conditions set forth in this Agreement;
     WHEREAS, it is intended that the Offer, the Exchange Offer (as defined
below) and the Merger (as defined below), taken together, shall qualify as
a reorganization within the meaning of Section 368(a) of the Code (as
defined below) and that this Agreement shall constitute a plan of
reorganization for purposes of the Code;
     WHEREAS, the Boards of Directors of Parent, Merger Co. and the Company
have each determined that it is advisable and in the best interests of
their respective stockholders to consummate, and have approved, the
business combination transaction provided for herein including (i) the
Offer, (ii) an offer to exchange (the "Exchange Offer") for each share of
Company Common Stock not tendered in the Offer the number of shares of
Class A Common Stock, par value $0.10 per share, of Parent ("Parent Common
Stock") equal to the Exchange Offer Ratio (as defined in Section 2.01(c)),
and (iii) the Merger (as defined in Section 3.01); and
     WHEREAS, Parent and the Company desire to make certain
representations, warranties, covenants and agreements in connection with
the transactions contemplated by this Agreement and also to prescribe
certain conditions to the consummation of such transactions;
     NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements herein contained, the
parties hereto agree as follows:



                                     28

                                 ARTICLE 1

                                DEFINITIONS
     Section 1.01.  Definitions
     Each of the following terms is defined in the Section set forth
opposite such term:

     TERM                                        SECTION
     Acquisition Proposal                        7.04
     Amended Offer to Purchase                   2.01(a)
     Average Exchange Offer Price                2.01(c)
     Average Parent Common Stock Price           3.02
     Balance Sheet                               5.08
     Balance Sheet Date                          5.08
     Board of Directors                          2.02(a)
     Class B Common Stock                        6.05
     Code                                        5.14(a)
     Company                                     first paragraph
     Company Common Stock                        recitals
     Company Disclosure Documents                5.09(a)
     Company Option                              3.04(a)
     Company Proxy Statement                     5.09(a)
     Company Securities                          5.05
     Company Stockholder Meeting                 7.02
     Company 10-K                                5.07(a)
     Company 10-Qs                               5.07(a)
     Confidentiality Agreements                  7.08
     Control Date                                2.03
     Delaware Law                                2.02(a)
     Effective Time                              3.01(b)
     Employee Plans                              5.14(a)
     Environmental Laws                          5.19(d)
     Environmental Permits                       5.19(d)
     ERISA                                       5.14(a)
     ERISA Affiliate                             5.14(a)
     Exchange Act                                recitals
     Exchange Agent                              3.03(a)
     Exchange Form S-4                           2.01(b)
     Exchange Form TO                            2.01(b)
     Exchange Offer                              recitals
     Exchange Offer Documents                    2.01(b)
     Exchange Offer Ratio                        2.01(c)
     Exchange Ratio                              3.02(c)
     Exchange Schedule 14D-9                     2.02(c)
     Failed Tender Offer                         3.06
     Final Expiration Date                       2.01(d)
     Form TO                                     recitals
     Form TO/A                                   2.01(a)
     Hazardous Substances                        5.19
     HSR Act                                     5.03
     Independent Directors                       2.03(c)
     Intellectual Property Right                 5.18
     International Plan                          5.14(i)
     Lien                                        5.04
     Material Adverse Effect                     5.01
     Maximum Amount                              recitals
     Merger                                      3.01(a)

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     Merger Co.                                  first paragraph
     Merger Consideration                        3.02(c)
     Merger Form S-4                             9.01
     Minimum Condition                           2.01(a)
     Multiemployer Plan                          5.14(b)
     NYSE                                        3.02
     Offer                                       recitals
     Offer Documents                             2.01(a)
     Offer to Exchange                           2.01(b)
     Offer to Purchase                           recitals
     Parent                                      first paragraph
     Parent Balance Sheet                        6.08
     Parent Balance Sheet Date                   6.08
     Parent Common Stock                         recitals
     Parent Disclosure Documents                 6.09(a)
     Parent Material Adverse Effect              6.01
     Parent Option                               3.04(a)
     Parent Payment Event                        11.03(b)
     Parent Securities                           6.05
     Parent Stockholder Meeting                  8.01
     Parent Subsidiary                           6.06(a)
     Parent Subsidiary Securities                6.06(b)
     Parent 10-K                                 6.07
     Payment Date                                2.01(a)
     Payment Event                               7.04(b)
     Permits                                     5.17
     Per Share of Company Common Stock Amount    Recitals
     Person                                      3.03(c) and 7.04(a)
     Pre-Closing Tax Period                      5.13(a)
     Preferred Stock                             5.05
     Preliminary Prospectus                      2.01(b)
     Rawhide Merger Agreement                    2.02(a)
     Reimbursement Payment                       7.04(b)
     Representatives                             7.03
     Returns                                     5.13(a)
     Schedule 14D-9                              recitals
     Schedule 14D-9/A                            2.02(b)
     SEC                                         recitals
     Securities Act                              5.07(c)
     Special Committee                           2.02(a)
     Straddle Period                             5.13(a)
     Stockholders                                recitals
     Subsidiary                                  5.06(a)
     Subsidiary Securities                       5.06(b)
     Superior Proposal                           7.04
     Surviving Corporation                       3.01(a)
     Tax                                         5.13(b)
     Tax Asset                                   5.13(a)
     368(a) Reorganization                       7.06(c)
     Title IV Plan                               5.14(b)


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                                 ARTICLE 2

                     THE OFFER AND THE EXCHANGE OFFER
     Section 2.01  The Offer.
       (a)  Provided that this Agreement shall not have been terminated in
accordance with Section 11.01 and none of the events set forth in Annex I
hereto shall have occurred and be continuing, as promptly as practicable,
but in no event later than three business days, after the date hereof,
Parent shall cause Merger Co. to, and Merger Co. shall, file with the SEC,
to the extent required by the Exchange Act, an amended Form TO (the "Form
TO/A"), an amended Offer to Purchase (the "Amended Offer to Purchase") and,
if necessary, the related letter of transmittal and any related summary
advertisement (the Form TO/A, the Amended Offer to Purchase and such other
documents, together with all amendments and supplements thereto, the "Offer
Documents") to reflect, among other things, an increase in the per share
price to be paid in the Offer to $30.00 and, if necessary, an extension of
the currently scheduled expiration date to allow the Offer to remain open
for ten business days from the date of such increase.  The obligation of
Merger Co. to consummate the Offer and to accept for payment and to pay for
shares of Company Common Stock tendered pursuant to the Offer shall be
subject only to (i) the condition that there shall be validly tendered in
accordance with the terms of the Offer, prior to the expiration date of the
Offer and not withdrawn, a number of shares that, together with the shares
of Company Common Stock then owned by Parent and/or Merger Co., represents
50.1% of the shares of Company Common Stock outstanding (the "Minimum
Condition") and (ii) the other conditions set forth in Annex I hereto.
Merger Co. expressly reserves the right to waive any such condition (other
than the Minimum Condition, which shall not be waived without the prior
written consent of the Company) or the condition relating to the expiration
of the HSR Act and to increase the Per Share of Company Common Stock
Amount.  Notwithstanding the foregoing, no change may be made which (i)
decreases the Per Share of Company Common Stock Amount, (ii) changes the
form of consideration to be paid in the Offer, (iii) increases the Maximum
Amount or the Minimum Condition, (iv) reduces the number of shares of
Company Common Stock sought to be purchased in the Offer, (v) imposes
conditions to the Offer in addition to those set forth in Annex I hereto,
(vi) except as specifically provided for in this Section 2.01(a), extends
the expiration date of the Offer or (vii) otherwise alters or amends any
term of the Offer in any manner adverse to the holders of shares of Company
Common Stock; provided, however, that the Offer may be extended for any
period to the extent required by law or by any rule, regulation,
interpretation or position of the SEC or the staff thereof applicable to
the Offer.  Parent and Merger Co. shall comply with the obligations
respecting prompt payment and announcement under the Exchange Act, and,
without limiting the generality of the foregoing, subject to the terms and
conditions of this Agreement, including but not limited to the conditions of
the Offer, Merger Co. shall and Parent shall cause Merger Co. to, accept for
payment and pay for shares of Company Common Stock tendered pursuant to the
Offer as soon as practicable after expiration thereof.  Unless this
Agreement has been terminated pursuant to Section 11.01 and subject to
Section 2.01(d), Merger Co. shall extend the Offer from time to time in the
event that, at a then-scheduled expiration date, all of the conditions to
the Offer have not been satisfied or waived as permitted pursuant to this
Agreement, each such extension not to exceed (unless otherwise consented to
in writing by the Company) the lesser of 10 additional business days or such
fewer number of days that Merger Co. reasonably believes are necessary to
cause the conditions to the Offer to be satisfied.  Except as provided

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in Section 2.01(d) or 2.01(f), Merger Co. shall not terminate the Offer
without purchasing shares of Company Common Stock pursuant to the Offer.  If
at the expiration of the Offer a number of shares of Company Common Stock
has been validly tendered and not withdrawn that, together with the shares
of Company Common Stock then owned by Parent and/or Merger Co., exceeds the
Maximum Amount, the number of shares of Company Common Stock to be purchased
by Merger Co. pursuant to the Offer shall be prorated in
accordance with Rule 14d-8 promulgated under the Exchange Act, so that the
number of shares of Company Common Stock purchased by Merger Co. pursuant
to the Offer, together with the shares of Company Common Stock then owned
by Parent and Merger Co., will represent 50.1% of the shares of Company
Common Stock outstanding.
     (b)  Provided that this Agreement shall not have been terminated in
accordance with Section 11.01 and none of the events set forth in Annex II
hereto shall have occurred and be continuing, as promptly as practicable
after the date hereof, Parent shall cause Merger Co. to, and Merger Co.
shall (i) commence the Exchange Offer pursuant to which Merger Co. shall
offer to issue a number of duly authorized, validly issued, fully paid and
non-assessable shares of Parent Common Stock equal to the Exchange Offer
Ratio (as defined below) for each then issued and outstanding share of
Company Common Stock (other than shares of Company Common Stock then owned
by Parent or Merger Co.), (ii) file with the SEC, to the extent required by
the Exchange Act, a Form TO (the "Exchange Form TO"), an Offer to Exchange
(the "Offer to Exchange") and the related letter of transmittal and any
related summary advertisement (the Exchange Form TO, the Offer to Exchange
and such other documents, together with all amendments and supplements
thereto, the "Exchange Offer Documents") and (iii) file with the SEC a
Registration Statement on Form S-4 (the "Exchange Form S-4") to register
under the Securities Act the securities to be issued in the Exchange Offer.
The obligation of Merger Co. to consummate the Exchange Offer and to issue
shares of Parent Common Stock in exchange for shares of Company Common
Stock tendered pursuant to the Exchange Offer shall be subject only to the
conditions set forth in Annex II hereto.  Merger Co. expressly reserves the
right to waive any such condition (other than the condition that at least
five business days have elapsed since the acceptance for payment and
payment for a number of shares of Company Common Stock pursuant to the
Offer representing, together with shares of Company Common Stock previously
owned by Parent, at least 50.1% of the issued and outstanding shares of
Company Common Stock and the subsequent delivery of shares of Company
Common Stock not purchased in the Offer to the Depositary under the
Exchange Offer, which condition shall not be waived without the prior
written consent of the Company) and to increase the Exchange Offer Ratio.
Notwithstanding the foregoing, no change may be made which (i) decreases,
or would have the effect of decreasing, the Exchange Offer Ratio, (ii)
changes the form of consideration to be paid in the Exchange Offer, (iii)
reduces the number of shares of Company Common Stock sought to be purchased
in the Exchange Offer, (iv) imposes conditions to the Exchange Offer in
addition to those set forth in Annex II hereto, (v) extends the expiration
date of the Exchange Offer or (vi) otherwise alters or amends any term of
the Exchange Offer in any manner adverse to the holders of shares of
Company Common Stock; provided, however, that the Exchange Offer may be
extended (x) for any period to the extent required by law or by any rule,
regulation, interpretation or position of the SEC or the staff thereof
applicable to the Exchange Offer or (y) if the number of shares of Company



                                     32


Common Stock validly tendered in accordance with the Exchange Offer,
together with shares of Company Common Stock owned by Parent as of such
date, is less than 90% of the outstanding shares of Company Common Stock,
as of the scheduled or extended expiration date. Parent and Merger Co.
shall comply with the obligations respecting prompt delivery of shares of
Parent Common Stock and announcement under the Exchange Act, and, without
limiting the generality of the foregoing, subject to the terms and
conditions of this Agreement, including but not limited to the conditions
of the Exchange Offer, Merger Co. shall and Parent shall cause Merger Co.
to, accept for exchange and issue shares of Parent Common Stock in exchange
for shares of Company Common Stock tendered pursuant to the Exchange Offer
as soon as practicable after expiration thereof.  Unless this Agreement has
been terminated pursuant to Section 11.01 and subject to Section 2.01(d),
Merger Co. shall extend the Exchange Offer from time to time in the event
that, at a then-scheduled expiration date, all of the conditions to the
Exchange Offer have not been satisfied or waived as permitted pursuant to
this Agreement, each such extension not to exceed (unless otherwise
consented to in writing by the Company) the lesser of 10 additional
business days or such fewer number of days that Merger Co. reasonably
believes are necessary to cause the conditions to the Offer to be
satisfied.  Except as provided in Section 2.01(d) or 2.01(f), Merger Co.
shall not terminate the Exchange Offer without accepting shares of Company
Common Stock and issuing shares of Parent Common Stock pursuant to the
Exchange Offer.  Notwithstanding anything to the contrary set forth herein,
no certificates representing fractional shares of Parent Common Stock shall
be issued in connection with the Exchange Offer, and in lieu thereof each
tendering stockholder who would otherwise be entitled to a fractional share
of Parent Common Stock in the Exchange Offer will be paid an amount in cash
equal to the product obtained by multiplying (A) the fractional share
interest to which such holder would otherwise be entitled by (B) the
Average Exchange Offer Price (as defined below).
     (c)  For purposes of this Section 2.01, "Exchange Offer Ratio" means
the number of shares of Parent Common Stock determined as set forth below:
     (i)  If the Average Exchange Offer Price is equal to or greater than
          $15.40, the Exchange Ratio shall be 1.948 shares of Parent Common
          Stock;
     (ii) If the Average Exchange Offer Price is less than $15.40 and
          greater than $12.60, the Exchange Ratio shall be determined by
          dividing $30.00 by the Average Price; and
    (iii) If the Average Exchange Offer Price is equal to or less than
          $12.60, the Exchange Ratio shall be 2.381 shares of Parent Common
          Stock.
For purposes of this Section 2.01, "Average Exchange Offer Price" means the
average of the closing price per share of Parent Common Stock on the New
York Stock Exchange, Inc. (the "NYSE") at the end of the regular session as
reported on the Consolidated Tape, network A for the fifteen consecutive
trading days ending on the second trading day immediately preceding the
expiration date of the Exchange Offer.
     (d)  If, on February 28, 2001 (the "Final Expiration Date"), Merger
Co. has not consummated the Offer in accordance with its terms, Merger Co.
shall thereupon terminate the Offer and the Exchange Offer without the
acceptance of any shares of Company Common Stock previously tendered.  If,
at the Final Expiration Date, the Minimum Condition has not been satisfied,
Merger Co. shall, unless Parent and the Company otherwise agree, terminate
the Offer and the Exchange Offer, and the parties shall, subject to the
terms and conditions hereof, seek to consummate the Merger.

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     (e)  As soon as practicable following the filing of the Form TO/A with
the SEC, Merger Co. shall take such steps as are reasonably necessary to
cause the Amended Offer to Purchase to be disseminated to the holders of
shares of Company Common Stock as and to the extent required by applicable
federal securities laws.  Parent, Merger Co. and the Company shall correct
promptly any information provided by any of them for use in the Offer
Documents which shall have become false or misleading, and Parent and
Merger Co. shall take all reasonable steps necessary to cause the Form TO/A
as so corrected to be filed with the SEC and the other Offer Documents as
so corrected to be disseminated to holders of shares of Company Common
Stock, in each case as and to the extent required by applicable federal
securities laws.  The Company and its counsel shall be given an opportunity
to review and comment on the Offer Documents prior to their being filed
with the SEC, and Parent and Merger Co. will provide the Company and its
counsel in writing with any comments that Parent or Merger Co. receives
from the SEC or its staff with respect to the Offer Documents promptly
after receipt of any such comments.
     (f)  In the event that this Agreement has been terminated pursuant to
Section 11.01, Merger Co. shall, and Parent shall cause Merger Co. to,
promptly terminate the Offer and the Exchange Offer without accepting any
shares of Company Common Stock for payment or exchange.
     (g)  Parent shall provide or cause to be provided to Merger Co. on a
timely basis the funds and shares of Parent Common Stock necessary to
accept for payment, and pay for, any shares of Company Common Stock that
Merger Co. becomes obligated to accept for payment, and pay for, pursuant
to the Offer and the Exchange Offer.
     (h)  Parent and Merger Co. shall promptly prepare and file with the SEC the
Exchange Form S-4 to register the offer and sale of shares of Parent Company
Stock in the Exchange Offer.  The Exchange Form S-4 will include a
preliminary prospectus containing the information required under Rule 14d-
4(b) promulgated under the Exchange Act (the "Preliminary Prospectus").  As
soon as practicable on the date of commencement of the
Exchange Offer, Parent and Merger Co. shall (i) file with the SEC the
Exchange Form TO with respect to the Exchange Offer which will contain or
incorporate by reference all or part of the Preliminary Prospectus and (ii)
cause the Exchange Offer Documents to be disseminated to holders of shares
of Company Common Stock.  Parent and Merger Co. agree that they shall cause
the Exchange Form S-4, the Exchange Form TO, the Offer to Exchange and all
amendments or supplements thereto to comply in all material respects with
the Exchange Act, the Securities Act and the rules and regulations
thereunder and other applicable laws.  Each of Parent, Merger Co. and the
Company agrees to correct promptly any information provided by it for use
in the Offer Documents if and to the extent that such information shall
have become false or misleading in any material respect, and Parent and
Merger Co. further agree to take all steps necessary to cause the Exchange
Offer Documents as so corrected to be filed with the SEC and the other
Exchange Offer Documents as so corrected to be disseminated to holders of
Shares, in each case as and to the extent required by applicable federal
securities laws.  The Company, Parent and Merger Co. shall cooperate with
each other in the preparation of the Exchange Form S-4, the Exchange Form
TO and any amendment or supplement thereto, and Parent shall notify the
Company of the receipt of any comments of the SEC with respect to the
Exchange Form S-4 and the Exchange Form TO and of any requests by the SEC
for any amendment or supplement thereto or for additional information, and
shall provide promptly copies of all correspondence between Parent or any
of its Representatives and the SEC with respect to the Exchange Form S-4

                                     34

and the Exchange Form TO. Parent shall give the Company and its counsel the
opportunity to review the Exchange Form S-4 and the Exchange Form TO and
all responses to requests for additional information by and replies to
comments of the SEC before their being filed with, or sent to, the SEC.
Each of Parent and Merger Co. agrees to use its best efforts, after
consultation with the Company, to respond promptly to all such comments of
and requests by the SEC.  Each of Parent and Merger Co. shall use its
reasonable best efforts to cause the Exchange Form S-4 to be declared
effective by the SEC as promptly as practicable. Parent shall promptly take
any action (other than qualifying as a foreign corporation or taking any
action which would subject it to service of process in any jurisdiction
where Parent is not now so qualified or subject) required to be taken under
foreign or state securities or Blue Sky laws in connection with the
issuance of Parent Common Stock in the Exchange Offer.  Parent will advise
Company, promptly after it receives notice thereof, of (i) the time when
the Exchange Form S-4 becomes effective, (ii) the issuance of any stop
order with respect to the Exchange Form S-4, (iii) the suspension of the
qualification of Parent Common Stock for offering or sale in any
jurisdiction, or (iv) any request by the SEC for an amendment of the
Exchange Form S-4 or comments thereon and responses thereto or requests by
the SEC for additional information.
     Section 2.02  Company Actions
   (a)  The Company hereby approves and consents to the Offer and the
Exchange Offer and represents that (i) the Board of Directors of the
Company and acting on the unanimous recommendation of a special committee
of the Board of Directors of the Company comprised of all members of the
Board of Directors other than Messrs. Bond, Chalsty, Leman and Peterson
(the "Special Committee"), at a meeting duly called and held, has
unanimously (A) determined that this Agreement and the transactions
contemplated hereby, including the Offer, the Exchange Offer and the
Merger, taken together, are fair to and in the best
interests of the holders of shares of Company Common Stock, (B)
approved this Agreement and the transactions contemplated hereby, including
the Offer, the Exchange Offer and the Merger, which approval satisfies in
full the requirements of Section 203 of the General Corporation Law of the
State of Delaware (the "Delaware Law") with respect to the transactions
contemplated hereby, (C) resolved to recommend that the stockholders of the
Company accept the Offer and the Exchange Offer, tender their shares of
Company Common Stock thereunder to Merger Co. and, if required by
applicable law in order to consummate the Merger, approve and adopt this
Agreement and the transactions contemplated hereby, provided that, subject
to Section 7.04, such recommendation may be withdrawn, modified or amended
if such recommendation would be reasonably likely to be inconsistent with
its fiduciary duties under the applicable law as determined by the Board of
Directors of the Company in good faith after consultation with its legal
advisors and (ii) the Company has provided the applicable notice of
termination to Rawhide Holdings Corporation required by Section 10.01(e) of
the Agreement and Plan of Merger, dated as of October 1, 2000 among the
Company, Rawhide Holdings Corporation and Rawhide Acquisition Corporation
("Rawhide Merger Agreement").  The Company hereby consents to the inclusion
in the Offer Documents and the Exchange Offer Documents of the
recommendation of the Board described in the immediately preceding
sentence.  The Company has been advised by each of its directors and
executive officers that they intend either to tender all shares of Company
Common Stock beneficially owned by them to Merger Co. pursuant to the Offer
and the Exchange Offer or to vote such shares of Company Common Stock in
favor of the approval and adoption of the transactions contemplated hereby.

                                     35


The Company further represents that J.P. Morgan Securities Inc. has
delivered to the Company's Board of Directors its written opinion that the
consideration to be paid in the Offer, the Exchange Offer and the Merger is
fair to the holders of shares of Company Common Stock, from a financial
point of view.

     (b)  On the date the Offer Documents are filed with the SEC in
accordance with Section 2.01(a), the Company shall file with the SEC an
amended Schedule 14D-9 (the "Schedule 14D-9/A") containing the
recommendation of the Board of Directors of the Company described in
Section  2.02(a)(i), and shall take such steps as are reasonably necessary
to cause the Schedule 14D-9/A to be disseminated to the holders of shares
of Company Common Stock as and to the extent required by applicable federal
securities laws.  The Company, Parent and Merger Co. shall correct promptly
any information provided by any of them for use in the Schedule 14D-9/A
which shall have become false or misleading, and the Company shall take all
reasonable steps necessary to cause the Schedule 14D-9/A as so corrected to
be filed with the SEC and disseminated to holders of shares of Company
Common Stock, in each case as and to the extent required by applicable
federal securities laws.  Parent and its counsel shall be given an
opportunity to review and comment on the Schedule 14D-9/A prior to its
being filed with the SEC, and the Company will provide Parent and its
counsel in writing with any comments that the Company receives from the SEC
or its staff with respect to the Schedule 14D-9/A promptly after receipt of
any such comments.
     (c)  On the date the Exchange Offer Documents are filed with the SEC,
the Company shall file with the SEC a Solicitation/Recommendation Statement
on Schedule 14D-9 promulgated under the Exchange Act (together with all
amendments and supplements thereto, the "Exchange Schedule 14D-9")
containing the recommendation of the Board of Directors of the Company
described in Section  2.02(a)(i), and shall take such steps as are
necessary to cause the Exchange Schedule 14D-9 to be disseminated to the
holders of shares of Company Common Stock as and to the extent required by
applicable federal securities laws.  The Company, Parent and Merger Co.
shall correct promptly any information provided by any of them for use in
the Exchange Schedule 14D-9 which shall have become false or misleading,
and the Company shall take all reasonable steps necessary to cause the
Exchange Schedule 14D-9 as so corrected to be filed with the SEC and
disseminated to holders of shares of Company Common Stock, in each case as
and to the extent required by applicable federal securities laws.  Parent
and its counsel shall be given an opportunity to review and comment on the
Exchange Schedule 14D-9 prior to its being filed with the SEC, and the
Company will provide Parent and its counsel in writing with any comments
that the Company receives from the SEC or its staff with respect to the
Exchange Schedule 14D-9 promptly after receipt of any such comments.



                                     36


     (d)  In connection with the Offer and the Exchange Offer, the Company
shall use its reasonable best efforts to cause its transfer agent to
furnish Merger Co. promptly with mailing labels containing the names and
addresses of all record holders of shares of Company Common Stock and with
security position listings of shares of Company Common Stock held in stock
depositories, each as of a recent date, together with all other available
listings and computer files containing names, addresses and security
position listings of record holders and beneficial owners of shares of
Company Common Stock.  The Company shall furnish Merger Co. with such
additional information, including, without limitation, updated listings and
files of stockholders, mailing labels and security position listings and
such other assistance as Parent, Merger Co. or their Representatives may
reasonably request in communicating the Offer and the Exchange Offer to
record and beneficial holders of shares of Company Common Stock.  Subject
to the requirements of applicable law, and except for such steps as are
necessary to disseminate the Offer Documents, the Exchange Offer Documents
and any other documents necessary to consummate the Offer, the Exchange
Offer or the Merger, Parent and Merger Co. shall hold in confidence the
information contained in such labels, listings and files, shall use such
information only in connection with the Offer, the Exchange Offer and the
Merger, and, if this Agreement shall be terminated in accordance with
Section 11.01, shall deliver to the Company all copies of, and any extracts
or summaries from, such information then in their possession or control.
     (e)  In connection with the Offer and the Exchange Offer, the Company
shall, and shall use its reasonable best efforts to cause its
Representatives to, cooperate with Parent and Merger Co. in connection with
the Offer and the Exchange Offer, including, without limitation, furnishing
Parent with such information (which will be treated and held in confidence
by Parent), documentation and assistance as Parent or its Representatives
may reasonably request in connection with the Offer and the Exchange Offer.
     Section 2.03  Company Board Representation; Section 14(f).
   (a)  Subject to compliance with Delaware Law, the Company's Certificate of
Incorporation and other applicable law, promptly upon the payment by Merger
Co. for shares of Company Common Stock purchased pursuant to the Offer
representing, together with shares of Company Stock previously owned by
Parent, at least 50.1% of the shares of Company Common Stock outstanding,
and from time to time thereafter, the Company shall, upon request of
Parent, promptly use its reasonable best efforts to take all actions
necessary to cause a majority of the directors of the Company to consist of
Parent's designees, including by accepting the resignations of those
incumbent directors designated by the Company or increasing the size of the
Board of Directors and causing Parent's designees to be elected.  The date
on which Parent's designees constitute at least a majority of the Company's
Board of Directors is herein referred to as the "Control Date."
     (b)  The Company's obligations to appoint Parent's designees to the
Board of Directors of the Company shall be subject to Section 14(f) of the
Exchange Act and Rule 14f-1 promulgated thereunder, if applicable.  The
Company shall promptly take all actions required pursuant to such Section
and Rule in order to fulfill its obligations under this Section, and shall
include in the Schedule 14D-9/A such information with respect to the
Company and its officers and directors as is required under such Section
and Rule to fulfill such obligations.  Parent or Merger Co. shall supply to
the Company and be solely responsible for any information with respect to
either of them and their designees, officers, directors and affiliates
required by such Section 14(f) and Rule 14f-1.


                                     37


     (c) Prior to the Effective Time, any amendment of this Agreement or
the Certificate of Incorporation or Bylaws of the Company, any termination
of this Agreement by the Company, any consent given by the Company
hereunder, any extension by the Company of the time for the performance of
any of the obligations or other acts of Parent or Merger Co., waiver of any
of the Company's rights hereunder or any other action by the Company in
connection with or relating to the transactions contemplated hereby shall
require the concurrence of a majority of the directors of the Company then
in office who (i) neither were designated by Parent nor are employees of
the Company or any of its Subsidiaries or, if there be just one such
director, the concurrence of such director or (ii) were members of the
Special Committee (the "Independent Directors").  If the number of
Independent Directors shall be reduced below two for any reason whatsoever,
the remaining Independent Director shall designate a person to fill such
vacancy who shall be deemed to be an Independent Director for purposes of
this Agreement or, if no Independent Directors then remain, the other
directors shall designate two persons to fill such vacancies who shall not
be officers or affiliates of the Company or any of its Subsidiaries, or
officers or affiliates of Parent or any of its Subsidiaries, and such
persons shall be deemed to be Independent Directors for purposes of this
Agreement.  The Independent  Directors shall have the authority to retain
such counsel and other advisors at the expense of the Company as are
reasonably appropriate to the exercise of their duties in connection with
this Agreement, subject to approval by the Company of the terms of such
retention, which approval shall not be unreasonably withheld.  In addition,
the Independent Directors shall have the authority to institute any action,
on behalf of the Company, to enforce performance of this Agreement.
     Section 2.04.  Adjustment of the Exchange Offer Ratio.
In the event Parent changes or establishes a record date for changing the
number of shares of Parent Common Stock issued and outstanding during or
after the determination of the Exchange Offer Ratio pursuant to Section
2.01(c) and prior to the expiration date of the Exchange Offer, as a result
of a stock split, stock dividend, recapitalization, subdivision,
reclassification, combination or similar transaction with respect to the
outstanding shares of Parent Common Stock and the record date therefor shall
be prior to the expiration date of the Exchange Offer, the Exchange Offer
Ratio, and any other calculations based on or relating to shares of Parent
Common Stock shall be appropriately adjusted to reflect such stock split,
stock dividend, recapitalization, subdivision, reclassification, combination
or similar transaction.
                                 ARTICLE 3

                                THE MERGER
     Section 3.01.  The Merger
     (a)  At the Effective Time (as defined below), the Company shall be
merged with (the "Merger") and into Merger Co. in accordance with Section
251 or Section 253 of Delaware Law, as applicable, whereupon the separate
existence of the Company shall cease, and Merger Co. shall be the surviving
corporation and wholly-owned subsidiary of Parent (the "Surviving
Corporation").




                                     38



     (b)  As soon as practicable after satisfaction or, to the extent
permitted hereunder, waiver of all conditions to the Merger, the Company
and Merger Co. will file a certificate of merger with the Secretary of
State of the State of Delaware and make all other filings or recordings
required by Delaware Law in connection with the Merger.  The Merger shall
become effective at such time as the certificate of merger is duly filed
with the Secretary of State of the State of Delaware or at such later date
or time as is specified in the certificate of merger (the "Effective
Time").
     (c)  From and after the Effective Time, the Surviving Corporation
shall possess all the property, rights, privileges, immunities, powers and
franchises and be subject to all of the debts, liabilities, obligations,
restrictions, disabilities and duties of the Company and Merger Co., all as
provided under Delaware Law.
     Section 3.02.  Conversion of Shares
     At the Effective Time:
     (a)  each share of Company Common Stock held by the Company or any
Subsidiary as treasury stock or owned by Parent or any subsidiary of Parent
immediately prior to the Effective Time shall be canceled, and no payment
shall be made with respect thereto;
     (b)  each share of common stock, par value $0.05 per share, of Merger
Co. outstanding immediately prior to the Effective Time shall be converted
into and become one share of common stock, par value $0.05 per share, of
the Surviving Corporation with the same rights, powers and privileges as
the shares so converted; and
     (c)  each share of Company Common Stock outstanding immediately prior
to the Effective Time shall, except as otherwise provided in Section
3.02(a), be converted into the right to receive from Parent a number of
shares (the "Merger Consideration") of  Parent Common Stock determined as
     set forth below (the "Exchange Ratio"):
          (i)  If the Average Parent Common Stock Price is equal to or
               greater than $15.40, the Exchange Ratio shall be 1.948
               shares of Parent Common Stock;
          (ii) If the Average Parent Common Stock Price is less than $15.40
               and greater than $12.60, the Exchange Ratio shall be
               determined by dividing $30.00 by the Average Parent Common
               Stock Price; and
          (iii)If the Average Parent Common Stock Price is equal to or
               less than $12.60 the Exchange Ratio shall be 2.381 shares of
               Parent Common Stock.
For purposes of this Section 3.02, "Average Parent Common Stock Price"
means the average of the closing price per share of Parent Common Stock on
the New York Stock Exchange, Inc. (the "NYSE") at the end of the regular
session as reported on the Consolidated Tape, Network A for the fifteen
consecutive trading days ending on the fifth trading day immediately
preceding the Effective Time.
     Section 3.03.  Surrender and Payment
     (a)  Prior to the Effective Time, Parent shall appoint an agent
reasonably acceptable to the Company (the "Exchange Agent") for the purpose
of exchanging certificates representing shares of Company Common Stock for
the Merger Consideration. Parent shall cause Merger Co. to make available
to the Exchange Agent, as soon as reasonably practicable as of or after the
Effective Time, the Merger Consideration to be delivered in respect of the
shares of Company Common Stock.  Promptly after the Effective Time, the
Surviving Corporation will send, or will cause the Exchange Agent to send,

                                     39


to each holder of shares of Company Common Stock at the Effective Time a
letter of transmittal for use in such exchange (which shall specify that the
delivery shall be effected, and risk of loss and title shall pass, only upon
proper delivery of the certificates representing shares of Company Common
Stock to the Exchange Agent).
     (f)  Each holder of shares of Company Common Stock that have been
converted into a right to receive the Merger Consideration, upon surrender
to the Exchange Agent of a certificate or certificates representing such
shares of Company Common Stock, together with a duly executed and properly
completed letter of transmittal covering such shares of Company Common
Stock, will be entitled to receive the Merger Consideration in exchange for
such shares of Company Common Stock. Until so surrendered, each such
certificate shall, after the Effective Time, represent for all purposes,
only the right to receive such Merger Consideration.
     (f)  If any portion of the Merger Consideration is to be delivered to
a Person other than the registered holder of the shares of Company Common
Stock represented by the certificate or certificates surrendered in
exchange therefor, it shall be a condition to such delivery that the
certificate or certificates so surrendered shall be properly endorsed or
otherwise be in proper form for transfer and that the Person requesting
such delivery shall pay to the Exchange Agent any transfer or other taxes
required as a result of such delivery to a Person other than the registered
holder of such shares of Company Common Stock or establish to the
satisfaction of the Exchange Agent that such tax has been paid or is not
payable. For purposes of this Agreement, "Person" means an individual, a
corporation, a limited liability company, a partnership, an association, a
trust or any other entity or organization, including a government or
political subdivision or any agency or instrumentality thereof.
     (f)  After the Effective Time, there shall be no further registration
of transfers of shares of Company Common Stock. If, after the Effective
Time, certificates representing shares of Company Common Stock are
presented to the Surviving Corporation, they shall be canceled and
exchanged for the consideration provided for, and in accordance with the
procedures set forth, in this Article 3.
     (f)  Any portion of the Merger Consideration made available to the
Exchange Agent pursuant to Section 3.03(a) that remains unclaimed by the
holders of shares of Company Common Stock six months after the Effective
Time shall be returned to the Surviving Corporation, upon demand, and any
such holder who has not exchanged his shares of Company Common Stock for
the Merger Consideration in accordance with this Section prior to that time
shall thereafter look only to the Surviving Corporation for delivery of the
Merger Consideration in respect of his shares of Company Common Stock.
Notwithstanding the foregoing, the Surviving Corporation shall not be
liable to any holder of shares of Company Common Stock for any amount paid
to a public official pursuant to applicable abandoned property laws.
     (f)  If any certificate representing shares of Company Common Stock
shall have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming such certificate to be lost, stolen or
destroyed and, if required by the Surviving Corporation, the posting by
such person of a bond in such reasonable amount as the Surviving
Corporation may direct as indemnity against any claim that may be made
against it with respect to such certificate, the Exchange Agent (or the
Surviving Corporation) shall exchange the shares of Company Common Stock
represented by such lost, stolen or destroyed certificate for the Merger
Consideration.


                                     40


     Section 3.04.  Stock Options
     (a)  At or immediately prior to the Effective Time, each employee
stock option or director stock option to purchase Shares outstanding under
any Company stock option plans, whether or not vested or exercisable (each,
a "Company Option") shall, by virtue of the Merger and without any further
action on the part of any holder thereof, be assumed by Parent and deemed
to constitute an option (each, a "Parent Option") to acquire, on the same
terms and conditions as were applicable under such Company Option (subject
to Section 3.04(b)), the same number of shares of Parent Common Stock as
the holder of such Company Option would have been entitled to receive
pursuant to Section 3.02(c) of
this Agreement had such holder exercised such Company Option in full
immediately prior to the Effective Time (rounded to the nearest whole
number), at a price per share (rounded down to the nearest whole cent)
equal to (x) the aggregate exercise price for the share of Company Common
Stock otherwise purchasable pursuant to such Company Option divided by (y)
the number of whole shares of Parent Common Stock purchasable pursuant to
the Parent Option in accordance with the foregoing.  The other terms of
each such Company Option, and the plans under which they were issued, shall
continue to apply in accordance with their terms.
     (b)  Prior to the Effective Time, the Company shall use its reasonable
best efforts to (i) obtain any consents from holders of Company Options and
(ii) make any amendments to the terms of such Company Options or Company
stock option plans that, in the case of either clauses (i) or (ii), are
necessary or appropriate to give effect to the transactions contemplated by
Section 3.04(a); provided, however, that lack of consent of any holder of a
Company Option shall in no way affect the obligations of the parties to
consummate the Merger.
     (c)  At or prior to the Effective Time, Parent shall take all
corporate action necessary to reserve for issuance a sufficient number of
shares of Parent Common Stock for delivery upon exercise of the Parent
Options.  At or prior to the Effective Time, Parent shall file a
registration statement on Form S-8, with respect to the shares of Parent
Common Stock subject to such Parent Options and shall use commercially
reasonable efforts to maintain the effectiveness of such registration
statement (and maintain the current status of the prospectus or
prospectuses contained therein) for so long as such Parent Options
remaining outstanding.  With respect to those individuals who subsequent to
the Merger will be subject to the reporting requirements under Section
16(a) of the Exchange Act, Parent shall administer the Company stock option
plans in a manner consistent with the exemptions provided by Rule 16(b)(3)
promulgated under the Exchange Act.
     Section 3.05.  Withholding Rights
     Each of the Surviving Corporation and Parent shall be entitled to
deduct and withhold from the consideration otherwise deliverable to any
Person pursuant to this Article 3 such amount as it is required to deduct
and withhold with respect to the making of such delivery under any
provision of federal, state, local or foreign tax law. If the Surviving
Corporation or Parent, as the case may be, so withholds amounts, such
amounts shall be treated for all purposes of this Agreement as having been
paid to the holder of the shares of Company Common Stock in respect of
which the Surviving Corporation or Parent made such deduction and
withholding.




                                     41

     Section 3.06.  Terminated Tender Offer
     In the event the Offer is terminated pursuant to Section 2.01(d)
("Terminated Tender Offer") the parties hereto shall complete the Merger
consistent with the terms of this Agreement as amended by the terms and
provisions contained in Annex III, and this Agreement shall be amended to
incorporate the terms contained therein.

     Section 3.07.  Adjustment of Exchange Ratio.
       In the event Parent changes or establishes a record date for
changing the number of shares of Parent Common Stock issued and outstanding
during or after the determination of the Exchange Ratio pursuant to Section
3.02(c) and prior to the Effective Time as a result of a stock split, stock
dividend, recapitalization, subdivision, reclassification, combination or
similar transaction with respect to the outstanding Parent Common Stock and
the record date therefor shall be prior to the Effective Time, the Exchange
Ratio, and any other calculation based on or relating to shares of Parent
Common Stock shall be appropriately adjusted to reflect such stock split,
stock dividend, recapitalization, subdivision, reclassification,
combination or similar transaction.
                                 ARTICLE 4

                         THE SURVIVING CORPORATION
     Section 4.01.  Certificate of Incorporation
     The certificate of incorporation of Merger Co. in effect at the
Effective Time shall be the certificate of incorporation of the Surviving
Corporation until amended in accordance with applicable law.
     Section 4.02.  Bylaws
     The bylaws of Merger Co. in effect at the Effective Time shall be
the bylaws of the Surviving Corporation until amended in accordance with
applicable law.
     Section 4.03.  Directors and Officers
     From and after the Effective Time, until successors are duly
elected or appointed and qualified in accordance with applicable law, (a)
the directors of Merger Co. at the Effective Time shall be the directors of
the Surviving Corporation, and (b) the officers of the Company at the
Effective Time shall be the officers of the Surviving Corporation.
                                 ARTICLE 5

               REPRESENTATIONS AND WARRANTIES OF THE COMPANY
     The Company represents and warrants to Parent as of the date hereof
and as of the Effective Time that:
     Section 5.01.  Corporate Existence and Power
     The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware, and has all
corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.
The Company is duly qualified to do business as a foreign corporation and
is in good standing in each jurisdiction where the character of the
property owned or leased by it or the nature of its activities makes such
qualification necessary, except for those jurisdictions where the failure
to be so qualified would not, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the condition (financial
or otherwise), business, assets, liabilities or results of operations of
the Company and the Subsidiaries taken as a whole ("Material Adverse
Effect"). The Company has heretofore delivered or made available to Parent
true and complete copies of the Company's certificate of incorporation and
bylaws as currently in effect.

                                     42


     Section 5.02.  Corporate Authorization
     The execution, delivery and performance by the Company of this
Agreement and the consummation by the Company of the transactions
contemplated hereby are within the Company's corporate powers and, except
for the approval by the Company's stockholders by a majority vote in
connection with the consummation of the Merger (which vote will not be
required if Merger Co. owns at least 90% of the issued and outstanding
shares of Company Common Stock), have been duly authorized by all necessary
corporate and stockholder action under the Company's constituent documents
and Delaware Law. This Agreement constitutes a valid and binding agreement
of the Company.
     Section 5.03.  Governmental Authorization
     The execution, delivery and performance by the Company of this
Agreement and the consummation of the Merger by the Company require no
action by or in respect of, or filing with, any governmental body, agency,
official or authority other than (a) the filing of a certificate of merger
in accordance with Delaware Law; (b) compliance with any applicable
requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976
(the "HSR Act"); (c) compliance with any applicable non-United States laws
intended to prohibit, restrict or regulate actions having the purpose or
effect of monopolization or restraint of trade; and (d) compliance with any
applicable requirements of the Exchange Act.
     Section 5.04.  Non-Contravention
     Except as set forth in Schedule 5.04, the execution, delivery and
performance by the Company of this Agreement and the consummation by the
Company of the transactions contemplated hereby do not and will not (a)
contravene or conflict with the certificate of incorporation or bylaws of
the Company, (b) assuming compliance with the matters referred to in
Section 5.03, contravene or conflict with or constitute a violation of any
provision of any law, regulation, judgment, writ, injunction, order or
decree of any court or governmental authority binding upon or applicable to
the Company or any Subsidiary or any of their properties or assets, (c)
constitute a default under or give rise to a right of termination,
cancellation or acceleration of any right or obligation of the Company or
any Subsidiary or to a loss of any benefit to which the Company or any
Subsidiary is entitled under any provision of any material agreement,
contract or other instrument binding upon the Company or any Subsidiary or
any license, franchise, permit or other similar authorization held by the
Company or any Subsidiary, or (d) result in the creation or imposition of
any Lien on any asset of the Company or any Subsidiary, except, in the case
of clauses (b), (c) and (d) of this Section 5.04, for any such violation,
failure to obtain any such consent or other action, default, right, loss or
Lien that would not, individually or in the aggregate, be reasonably
expected to have a Material Adverse Effect. For purposes of this Agreement,
"Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such
asset.  The Rawhide Merger Agreement has been terminated in accordance with
its terms (subject to payment of the amount described in the following
clause), and the Company is obligated to pay, on Tuesday, January 2, 2001,
$66,500,000 to Rawhide Holdings Corporation which represents all amounts
required to be paid by the Company under the Rawhide Merger Agreement and
the Company has no other financial liabilities thereunder.  Immediately
prior to the execution hereof, Rawhide Holdings Corporation has agreed to
waive the three day period to submit a new offer provided for in Section
10.01(e) of the Rawhide Merger Agreement.


                                     43


     Section 5.05.  Capitalization
     The authorized capital stock of the Company consists of 200,000,000
shares of Company Common Stock and 25,000,000 shares of preferred stock,
par value $1.00 per share (the "Preferred Stock"). As of the close of
business on December 28, 2000, there were issued and outstanding
105,644,598 shares of Common Stock and no shares of Preferred Stock. As of
the close of business on December 28, 2000, there were outstanding stock
options to purchase an aggregate of 4,891,500 shares of Company Common
Stock (of which options to purchase an aggregate of 2,697,500 shares of
Company Common Stock were exercisable). All outstanding shares of capital
stock of the Company have been duly authorized and validly issued and are
fully paid and nonassessable. Except as set forth in Schedule 5.05 and this
Section and except for changes since December 28, 2000 resulting from the
exercise of employee stock options outstanding on such date, there are
outstanding (a) no shares of capital stock or other voting securities of
the Company, (b) no securities of the Company convertible into or
exchangeable for shares of capital stock or voting securities of the
Company, and (c) no options or other rights to acquire from the Company or
any Subsidiary, and no obligation of the Company or any Subsidiary to
issue, any capital stock, voting securities or securities convertible into
or exchangeable for capital stock or voting securities of the Company (the
items in clauses (a), (b) and (c) of this Section 5.05 being referred to
collectively as the "Company Securities"). There are no outstanding
obligations of the Company or any Subsidiary to repurchase, redeem or
otherwise acquire any Company Securities.
     Section 5.06.  Subsidiaries
     (a) Each Subsidiary is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of
incorporation, has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted and is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction where the
character of the property owned or leased by it or the nature of its
activities makes such qualification necessary, except for those
jurisdictions where failure to be so qualified would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.
For purposes of this Agreement, "Subsidiary" means any corporation or other
entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions are directly or indirectly owned by the
Company and/or one or more Subsidiaries. All Subsidiaries and their
respective jurisdictions of incorporation are identified in Schedule 5.06.

     (b)  Except as set forth in Schedule 5.06, all of the outstanding
capital stock of, or other ownership interests in, each Subsidiary, is
owned by the Company, directly or indirectly, free and clear of any Lien
and free of any other limitation or restriction (including any restriction
on the right to vote, sell or otherwise dispose of such capital stock or
other ownership interests). There are no outstanding (i) securities of the
Company or any Subsidiary convertible into or exchangeable for shares of
capital stock or other voting securities or ownership interests in any
Subsidiary, and (ii) options or other rights to acquire from the Company or
any Subsidiary, and no other obligation of the Company or any Subsidiary to
issue, any capital stock, voting securities or other ownership interests
in, or any securities convertible into or exchangeable for any capital
stock, voting securities or ownership interests in, any Subsidiary (the

                                     44


items in clauses (i) and (ii) of this Section 5.06(b) being referred to
collectively as the "Subsidiary Securities"). There are no outstanding
obligations of the Company or any Subsidiary to repurchase, redeem or
otherwise acquire any outstanding Subsidiary Securities.

     Section 5.07.  SEC Filings
      (a)  The Company has delivered or made available to Parent (i) the
Company's annual report on Form 10-K for the year ended December 25, 1999
(the "Company 10-K"), (ii) its quarterly report on Form 10-Q for its fiscal
quarter ended September 23, 2000, its quarterly report on Form 10-Q for its
fiscal quarter ended June 24, 2000 (as amended) and its quarterly report on
Form 10-Q for its fiscal quarter ended March 25, 2000 (together, the
"Company 10-Qs"), (iii) its proxy or information statements relating to
meetings of, or actions taken without a meeting by, the stockholders of the
Company held since January 1, 1998, and (iv) all of its other reports,
statements, schedules and registration statements filed with the SEC since
January 1, 1998.
     (b)  As of its filing date, each such report or statement filed
pursuant to the Exchange Act did not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make
the statements made therein, in the light of the circumstances under which
they were made, not misleading.
     (c)  Each such registration statement, as amended or supplemented, if
applicable, filed pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), as of the date such statement or amendment became
effective did not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to
make the statements therein not misleading.
     Section 5.08.  Financial Statements
     The audited consolidated financial statements of the Company
included in the Company 10-K and the unaudited consolidated financial
statements of the Company included in the Company 10-Qs each fairly
present, in all material respects, in conformity with generally accepted
accounting principles applied on a consistent basis (except as may be
indicated in the notes thereto), the consolidated financial position of the
Company and its consolidated subsidiaries as of the dates thereof and their
consolidated results of operations and changes in financial position for
the periods then ended (subject to normal year-end adjustments in the case
of any unaudited interim financial statements). For purposes of this
Agreement, "Balance Sheet" means the consolidated balance sheet of the
Company as of December 25, 1999 set forth in the Company 10-K and "Balance
Sheet Date" means December 25, 1999.

     Section 5.09.  Disclosure Documents
     (a) Each document required to be filed by the Company with the SEC
in connection with the transactions contemplated by this Agreement (the
"Company Disclosure Documents"), including, without limitation, (i) the
Exchange Schedule 14D-9 (including information required by Rule 14f-1 under
the Exchange Act), the Schedule 14D-9/A (including information required by
Rule 14f-1 under the Exchange Act) and (iii) the proxy or information
statement of the Company containing information required by Regulation 14A
under the Exchange Act (the "Company Proxy Statement"), if any, to be filed
with the SEC in connection with the Offer or the Merger and any amendments
or supplements thereto will, when filed, comply as to form in all material
respects with the applicable requirements of the Exchange Act except that
no representation or warranty is made hereby with respect to any

                                     45

information furnished to the Company by Parent in writing specifically for
inclusion in the Company Disclosure Documents.
     (b)  At the time the Schedule 14D-9/A, the Exchange Schedule 14D-9 and
the Company Proxy Statement or any amendment or supplement thereto is first
mailed to stockholders of the Company, and, with respect to the Company
Proxy Statement only, at the time such stockholders vote on adoption of
this Agreement and at the Effective Time, the Schedule 14D-9/A, the
Exchange Schedule 14D-9 and the Company Proxy Statement, as supplemented or
amended, if applicable, will not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they
were made, not misleading. At the time of the filing of any Company
Disclosure Document other than the Company Proxy Statement and at the time
of any distribution thereof, such Company Disclosure Document will not
contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made therein, in the light
of the circumstances under which they were made, not misleading. The
representations and warranties contained in this Section 5.09(b) will not
apply to statements or omissions included in the Company Disclosure
Documents based upon information furnished to the Company in writing by
Parent specifically for use therein.
     (c)  Neither the information with respect to the Company or any
Subsidiary that the Company furnishes in writing to Parent specifically for
use in the Parent Disclosure Documents (as defined in Section 6.09(a)) nor
the information incorporated by reference from documents filed by the
Company with the SEC will, at the time of the provision thereof to Parent
or at the time of the filing thereof by the Company with the SEC, as the
case may be, at the time of the meeting of the Company's stockholders, if
any, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make
the statements made therein, in the light of the circumstances under which
they were made, not misleading.
     Section 5.10.  Absence of Certain Changes
     Except as set forth in Schedule 5.10 hereto, the Company 10-K or
the Company 10-Qs, since the Balance Sheet Date, the Company and the
Subsidiaries have conducted their business in the ordinary course
consistent with past practice and there has not been:
          (a)  any event, occurrence or development of a state of
     circumstances or facts which has had or reasonably could be expected
     to have a Material Adverse Effect;
          (b)  other than regular quarterly dividends in an amount not in
     excess of $.025 per share per quarter, any declaration, setting aside
     or payment of any dividend or other distribution with respect to any
     shares of capital stock of the Company, or any repurchase, redemption
     or other acquisition by the Company or any Subsidiary of any
     outstanding shares of capital stock or other securities of, or other
     ownership interests in, the Company or any Subsidiary;
          (c)  any amendment of any material term of any outstanding
     security of the Company or any Subsidiary that could reasonably be
     expected to be materially adverse to the Company;
          (d)  any incurrence, assumption or guarantee by the Company or
     any Subsidiary of any indebtedness for borrowed money other than in
     the ordinary course of business and in amounts and on terms consistent
     with past practices;
          (e)  any creation or assumption by the Company or any Subsidiary
     of any material Lien on any material asset other than in the ordinary
     course of business consistent with past practices;

                                     46

          (f)  any making of any material loan, advance or capital
     contributions to or investment in any Person other than loans,
     advances or capital contributions to or investments in wholly-owned
     Subsidiaries made in the ordinary course of business consistent with
     past practices;
          (g)  any damage, destruction or other casualty loss (whether or
     not covered by insurance) affecting the business or assets of the
     Company or any Subsidiary which, individually or in the aggregate, has
     had or would reasonably be expected to have a Material Adverse Effect;
          (h)  any transaction or commitment made, or any contract or
     agreement entered into, by the Company or any Subsidiary relating to
     its assets or business (including the acquisition or disposition of
     any assets) or any relinquishment by the Company or any Subsidiary of
     any contract or other right, in either case, that has had or would
     reasonably be expected to have a Material Adverse Affect, other than
     transactions and commitments in the ordinary course of business
     consistent with past practice and those contemplated by this
     Agreement;
          (i)  any change in any method of accounting or accounting
     practice by the Company or any Subsidiary, except for any such change
     required by reason of a concurrent change in generally accepted
     accounting principles;
          (j)  any (i) grant of any severance or termination pay to any
     director or executive officer of the Company or any Subsidiary, (ii)
     entering into of any employment, deferred compensation or other
     similar agreement (or any amendment to any such existing
     agreement) with any director or executive officer of the Company
     or any Subsidiary, (iii) material increase in benefits payable
     under any existing severance or termination pay policies or
     employment agreements or (iv) increase in compensation, bonus or
     other benefits payable to directors, officers or employees of
     the Company or any Subsidiary, other than in each case in the
     ordinary course of business consistent with past practice;
               (k)  any labor dispute, other than routine individual
     grievances, or any activity or proceeding by a labor union or
     representative thereof to organize any employees of the Company or
     any Subsidiary, which employees were not subject to a collective
     bargaining agreement at the Balance Sheet Date, or any lockouts,
     strikes, slowdowns, work stoppages or threats thereof by or with
     respect to such employees which have had or could reasonably be
     expected to have a Material Adverse Effect; or
          (l)  any cancellation of any licenses, sublicenses, franchises,
     permits or agreements to which the Company or any Subsidiary is a
     party, or any notification to the Company or any Subsidiary that any
     party to any such arrangements intends to cancel or not renew such
     arrangements beyond its expiration date as in effect on the date
     hereof, which cancellation or notification, individually or in the
     aggregate, has had or reasonably could be expected to have a Material
     Adverse Effect.

     Section 5.11.  No Undisclosed Material Liabilities
     Except as set forth in Schedule 5.11, the Company 10-K or the
Company 10-Qs, there are no liabilities of the Company or any Subsidiary of
any kind whatsoever, whether accrued, contingent, absolute, determined,
determinable or otherwise, and there is no existing condition, situation or



                                     47

set of circumstances which could reasonably be expected to result in such a
liability, other than:
          (a)  liabilities disclosed or provided for in the Balance Sheet;
          (b)  liabilities incurred in the ordinary course of business
     consistent with past practice since the Balance Sheet Date or as
     otherwise specifically contemplated by this Agreement;
          (c)  liabilities under this Agreement; and
          (d)  other liabilities which individually or in the aggregate do
     not and could not reasonably be expected to have a Material Adverse
     Effect.
     Section 5.12.  Litigation
     Except as set forth in Schedule 5.12, the Company 10-K or the
Company 10-Qs, there is no action, suit, investigation or proceeding (or
any basis therefor) pending against, or to the knowledge of the Company
threatened against or affecting, the Company or any Subsidiary or any of
their respective properties before any court or arbitrator or any
governmental body, agency or official which could reasonably be expected to
have a Material Adverse Effect, or which as of the date hereof in any
manner challenges or seeks to prevent enjoin, alter or materially delay the
Merger or any of the other transactions contemplated hereby.
     Section 5.13.  Taxes
     (a)  Except as set forth in Schedule 5.13 or as would not
reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect:
          (i)  all Tax returns, statements, reports and forms (including
               estimated Tax returns and reports and information returns
               and reports) required to be filed with any taxing authority
               with respect to any Tax period (or portion thereof) ending
               on or before the Effective Time (a "Pre-Closing Tax Period")
               by or on behalf of the Company or any Subsidiary of the
               Company (collectively, the "Returns"), were filed when due
               (including any applicable extension periods) in accordance
               with all applicable laws; as of the time of filing, the
               Returns were true and complete in all material respects;
          (ii) the Company and its Subsidiaries have timely paid, or
               withheld and remitted to the appropriate Taxing authority,
               all Taxes shown as due and payable on the Returns that have
               or should have been filed;
          (iii)the charges, accruals and reserves for Taxes with
               respect to the Company and any Subsidiary for any Pre-
               Closing Tax Period or Straddle Period (including any Pre-
               Closing Tax Period or Straddle Period for which no Return
               has yet been filed) reflected on the Balance Sheet (in
               addition to any provision for deferred income Taxes) are
               adequate to cover such Taxes as of the Balance Sheet Date. "
               "Straddle Period" is any tax period beginning before the
               Effective Time but ending after the Effective Time.
          (iv) there is no claim (including under any indemnification or
               Tax-sharing agreement), audit, action, suit, proceeding, or
               investigation now pending or threatened in writing against
               or in respect of any Tax or "Tax asset" of the Company or
               any Subsidiary. For purposes of this Section 5.13 and
               Section 6.13, the term "Tax Asset" shall include any net
               operating loss, net capital loss, investment Tax credit,
               foreign Tax credit, charitable deduction or any other credit
               or Tax attribute which could be carried forward or back to
               reduce Taxes;

                                     48

          (v)  there are no Liens for Taxes upon the assets of the Company
               or its Subsidiaries except for Liens for current Taxes not
               yet due; and
          (vi) neither the Company nor any Subsidiary is currently under
               any obligation to pay any amounts of the type described in
               clause (ii) or (iii) of the definition of "Tax", regardless
               of whether such Tax is imposed on the Company or any
               Subsidiary.
     (b)  For purposes of this Section 5.13, "tax" or "Tax" means (i) any
tax, governmental fee or other like assessment or charge of any kind
whatsoever (including, but not limited to, withholding on amounts paid to
or by any Person), together with any interest, penalty, addition to tax or
additional amount imposed by any governmental authority responsible for the
imposition of any such tax (domestic or foreign), (ii) in the case of the
Company or any Subsidiary, liability for the payment of any amount of the
type described in clause (i) as a result of being or having been before the
Effective Time a member of an affiliated, consolidated, combined or unitary
group (other than such a group of which the Company or any of its
Subsidiaries is the common parent), or a party to any agreement or
arrangement, as a result of which liability of the Company or any
Subsidiary to a taxing authority is determined or taken into account with
reference to the liability of any other Person, and (iii) liability of the
Company or any Subsidiary for the payment of any amount as a result of
being party to any tax sharing agreement or with respect to the payment of
any amount of the type described in (i) or (ii) as a result of any existing
express obligation (including, but not limited to, an indemnification
obligation).

     Section 5.14.  ERISA
     (a) Schedule 5.14 contains a correct and complete list identifying
each material "employee benefit plan", as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974 ("ERISA"), each employment,
severance or similar contract, plan, arrangement or policy and each other
plan or arrangement (written or oral) providing for compensation, bonuses,
profit-sharing, stock option or other stock related rights or other forms
of incentive or deferred compensation, vacation benefits, insurance
(including any self-insured arrangements), health or medical benefits,
employee assistance program, disability or sick leave benefits, workers'
compensation, supplemental unemployment benefits, severance benefits and
post-employment or retirement benefits (including compensation, pension,
health, medical or life insurance benefits) which is maintained,
administered or contributed to by the Company or any Subsidiary and covers
any employee or former employee of the Company or any Subsidiary, or with
respect to which the Company or any Subsidiary has any liability with
respect to any employee or former employee of the Company or any Subsidiary
(other than any such plan, contract, policy or arrangement that is an
International Plan, as defined below). Copies of such plans (and, if
applicable, related trust or funding agreements or insurance policies) and
all amendments thereto and written interpretations thereof have been made
available to Parent together with the most recent annual report (Form 5500
including, if applicable, Schedule B thereto) and tax return (Form 990)
prepared in connection with any such plan or trust. Such plans are referred
to collectively herein as the "Employee Plans". For purposes of this
Section 5.14, "ERISA Affiliate" of any Person means any other Person which,
together with such Person, would be treated as a single employer under
Section 414 of the Internal Revenue Code of 1986, as amended (the "Code").


                                     49

     (b)  Schedule 5.14 separately identifies each material Employee Plan
that is subject to Title IV of ERISA (other than a Multiemployer Plan, as
defined below) (a "Title IV Plan"). Schedule 5.14 separately identifies
each Employee Plan which is a multiemployer plan, as defined in Section
3(37) of ERISA (a "Multiemployer Plan"). Except as would not reasonably be
expected to have a Material Adverse Affect, if a "complete withdrawal" by
Seller and all of its ERISA Affiliates were to occur as of the Effective
Time with respect to all Multiemployer Plans, to the knowledge of the
Company, none of the Company, any Subsidiary or any of their ERISA
Affiliates would incur any withdrawal liability under Title IV of ERISA.
Neither the Company nor any ERISA Affiliate of the Company has incurred any
liability under Title IV of ERISA (other than for PBGC Premium not yet
due).
    (c)  A current favorable Internal Revenue Service determination letter
is in effect with respect to each Employee Plan which is intended to be
qualified under Section 401(a) of the Code (or the relevant remedial
amendment period has not expired with respect to such Employee Plan), and
the Company knows of no circumstance giving rise to a material likelihood
that such letter could be revoked by the Internal Revenue Service. The
Company has made available to Parent copies of the most recent Internal
Revenue Service determination letters with respect to each such Plan. Each
Employee Plan has been maintained in compliance with its terms and with the
requirements prescribed by any and all statutes, orders, rules and
regulations, including but not limited to ERISA and the Code, which are
applicable to such Employee Plan, other than any non-compliance which would
not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect. No events have occurred with respect to any
Employee Plan that would reasonably be expected to result in payment or
assessment of any material excise taxes under Sections 4972, 4975, 4976,
4977, 4979, 4980B, 4980D, 4980E or 5000 of the Code, other than any excise
taxes which would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.
     (d)  Except as set forth in Schedule 5.14, the consummation of the
transactions contemplated by this Agreement will not (either alone or
together with any termination of employment) entitle any employee or
independent contractor of the Company or any Subsidiary to severance pay or
accelerate the time of payment or vesting or trigger any payment of funding
(through a grantor trust or otherwise) of material compensation or benefits
under, materially increase the amount payable or trigger any other material
obligation pursuant to, any Employee Plan.
     (e)  Neither the Company nor any Subsidiary has any liability in
respect of post-retirement health, medical or life insurance benefits for
retired, former or current employees of the Company or its Subsidiaries
except for coverage under Section 4980B of the Code or coverage the full
cost of which is paid for by the retired, former or current employee.
     (f)  There has been no amendment to, written interpretation or
announcement (whether or not written) by the Company or any of its
Affiliates relating to, or change in employee participation or coverage
under, an Employee Plan which would increase the expense of maintaining
such Employee Plan above the level of the expense incurred in respect
thereof for the fiscal year ended December 25, 1999, except for any such
increase which would not reasonably be expected to have a Material Adverse
Effect.


                                     50

     (g)  Except as previously disclosed to Parent, neither the Company nor
any Subsidiary is a party to or subject to, or is currently negotiating in
connection with entering into, any collective bargaining agreement or other
contract or understanding with a labor union or labor organization.
     (h)  Except for any failures which would not be reasonably expected to
have a Material Adverse Effect, all contributions and payments accrued
under each Employee Plan, determined in accordance with prior funding and
accrual practices, as adjusted to include proportional accruals for the
period ending as of the date hereof, have been discharged and paid on or
prior to the date hereof except to the extent reflected as a liability on
the Balance Sheet.
     (i)  Schedule 5.14(i) identifies each International Plan (as defined
below) covering 100 employees or more. The Company has furnished to Parent
copies of each International Plan. Each International Plan has been
maintained in compliance with its terms and with the requirements
prescribed by any and all applicable statutes, orders, rules and
regulations (including any special provisions relating to qualified plans
where such Plan was intended to so qualify) and has been maintained in good
standing with applicable regulatory authorities, other than any non-
compliance which would not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect. There has been no amendment
to, written interpretation of or announcement (whether or not written) by
the Company or any Subsidiary relating to, or change in employee
participation or coverage under, any International Plan that would increase
the expense of maintaining such International Plan above the level of
expense incurred in respect thereof for the most recent fiscal year ended
prior to the date hereof, except for any such increase which would not
reasonably be expected to have a Material Adverse Effect. For purposes of
this Section 5.14, "International Plan" means any employment, severance or
similar contract or arrangement (whether or not written) or any plan,
policy, fund, program or arrangement or contract providing for severance,
insurance coverage (including any self-insured arrangements), workers'
compensation, disability benefits, supplemental unemployment benefits,
vacation benefits, pension or retirement benefits or for deferred
compensation, profit-sharing, bonuses, stock options, stock appreciation
rights or other forms of incentive compensation or post-retirement
insurance, compensation or benefits that (i) is intended primarily for the
benefit of employees or beneficiaries based outside the U.S., (ii) is
entered into, maintained, administered or contributed to by the Company or
any Subsidiary and (iii) covers any employee or former employee of the
Company or any Subsidiary.
     Section 5.15.  Labor Matters
     Except as set forth in Schedule 5.15 and except for such matters as
would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect, there are no (i) labor strikes, disputes,
slowdowns, representation or certification campaigns or work stoppages or
other concerted activities with respect to employees of any of the Company
or any Subsidiary pending, or to the knowledge of the Company, threatened
against or affecting the Company or any Subsidiary, (ii) grievance or
arbitration proceedings, decisions, side letters, letter agreements,
letters of understanding or settlement agreements arising out of collective
bargaining agreements to which the Company or any Subsidiary is a party,
(iii) unfair labor practice complaints pending or, to the knowledge of the
Company, threatened against the Company or any Subsidiary, or (iv)
activities or proceedings of any labor union or employee association to
organize any such employees.


                                     51

     (b)  Except to the extent set forth in Schedule 5.15 and except for
such matters as would not, individually or in the aggregate, have a
Material Adverse Effect, the Company and its Subsidiaries are in compliance
with all applicable laws respecting employment and employment practices,
terms and conditions of employment and wages and hours.
     (c)  Except to the extent set forth in Schedule 5.15 and except for
such matters as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, there are no pending
administrative matters with any federal, provincial, state or local
agencies regarding (i) violations or alleged violations of any federal,
provincial, state or local wage and hour law or any federal, provincial,
state or local law with respect to discrimination on the basis of race,
color, creed, national origin, religion or any other basis under such
federal, provincial, state or local law, (ii) any claimed violation of
Title VII of the 1964 Civil Rights Act, as amended, (iii) any allegation or
claim arising out of Executive Order 11246 or any other applicable order
relating to governmental contractors or state contractors, or (iv) any
violation or alleged violation of the Age Discrimination and Employment
Act, as amended, or any other federal, provincial, state or local statute
or ordinance, or any other applicable laws with respect to wages, hours,
employment practices and terms and conditions of employment.
     Section 5.16.  Compliance with Laws
     Except to the extent set forth in Schedules 5.11, 5.12 and 5.19,
neither the Company nor any Subsidiary is in violation of, or has since
January 1, 1999 violated, and to the knowledge of the Company none is under
investigation with respect to or has been threatened to be charged with or
given notice of any violation of, any applicable law, rule, regulation,
judgment, injunction, order or decree, except for violations that have not
had and would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.
     Section 5.17.  Licenses and Permits
     Except as set forth on Schedule 5.17 and except where the failure
of the following to be true would not reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect, (i) the
Company or its Subsidiaries own, hold or possess adequate right to use all
material licenses, franchises, permits, certificates, approvals or other
similar authorizations affecting, or relating in any way to, the assets or
business of the Company and its Subsidiaries (the "Permits") required in
connection with the operation of the business of the Company and its
Subsidiaries, (ii) the Permits are valid and in full force and effect,
(iii) neither the Company nor any Subsidiary is in default under, and no
condition exists that with notice or lapse of time or both would constitute
a default under, the Permits and (iv) none of the Permits will be
terminated or impaired or become terminable, in whole or in part, as a
result of the transactions contemplated hereby.
     Section 5.18.  Intellectual Property
     Except as set forth in Schedule 5.18, the Company and the
Subsidiaries own or possess adequate licenses or other rights to use all
Intellectual Property Rights necessary to conduct the business now operated
by them, except where the failure to own or possess such licenses or rights
has not had and would not be reasonably likely to have a Material Adverse
Effect and, to the knowledge of the Company, the Intellectual Property
Rights of the Company and the Subsidiaries do not conflict with or infringe
upon any Intellectual Property Rights of others to the extent that, if
sustained, such conflict or infringement has had and would be reasonably
likely to have a Material Adverse Effect. For purposes of this Agreement,
an "Intellectual Property Right' means any trademark, service mark, trade

                                     52

name, mask work, copyright, patent, software license, other data base,
invention, trade secret, know-how (including any registrations or
applications for registration of any of the foregoing) or any other similar
type of proprietary intellectual property right.
     Section 5.19.  Environmental Matters
     (a)  Except for such matters, individually or in the aggregate, as
would not be reasonably expected to have a Material Adverse Effect or as
set forth in Schedule 5.19, the Company 10-K or the Company 10-Qs:
          (i)  no notice, notification, demand, request for information,
               citation, summons or order has been received, no complaint
               has been filed, no penalty has been assessed, and no
               investigation, action, claim, suit, proceeding or review (or
               any basis therefor) is pending or, to the knowledge of the
               Company or any Subsidiary, is threatened by any governmental
               entity or other Person with respect to any matters relating
               to the Company or any Subsidiary and relating to or arising
               out of any Environmental Law;
          (ii) there are no liabilities of or relating to the Company or
               any Subsidiary of any kind whatsoever whether accrued,
               contingent, absolute, determined, determinable or otherwise,
               arising under or relating to any Environmental Law, and
               there are no facts, conditions, situations or set of
               circumstances that could reasonably be expected to result in
               or be the basis for any such liability;
          (iii)the Company and its Subsidiaries are and have been in
               compliance with all Environmental Laws and have obtained and
               are in compliance with all Environmental Permits; and
          (iv) no Hazardous Substance has been discharged, disposed of,
               dumped, injected, pumped, deposited, spilled, leaked,
               emitted or released at any property now or previously owned,
               leased or operated by the Company or any Subsidiary.
For purposes of this Section 5.19(a), the "Company" and "Subsidiary" shall
include any entity which is, in whole or in part, a predecessor of the
Company or any Subsidiary.
     (b)  Since January 1, 1997, except as set forth in Schedule 5.19,
there has been no written environmental investigation, study, audit, test,
review or other analysis conducted of which the Company has knowledge in
relation to the current or prior business of the Company or any Subsidiary
or any property or facility now or previously owned, leased or operated by
the Company or any Subsidiary which has not been delivered (to the extent
the Company has possession thereof) to Parent at least five days prior to
the date hereof.
     (c)  Except as set forth in Schedule 5.19, neither the Company nor any
Subsidiary owns, leases or operates or has owned, leased or operated any
real property, or conducts or has since January 1, 1997 conducted any
operations, in New Jersey or Connecticut.
     (d)  For purposes of this Section 5.19, the following terms shall have
the meanings set forth below:
          "Environmental Laws" means any federal, state, provincial, local
     and foreign law (including, without limitation, common law), treaty,
     judicial decision, regulation, rule, judgment, order, decree,
     injunction, permit or governmental restriction or requirement or any
     agreement or contract with any governmental authority or other third
     party, relating to human health and safety, the environment or to
     pollutants, contaminants, wastes or chemicals or any toxic,
     radioactive, ignitable, corrosive, reactive or otherwise hazardous
     substances, wastes or materials.

                                     53

          "Environmental Permits" means all permits, licenses, franchises,
     certificates, approvals and other similar authorizations of
     governmental authorities relating to or required by Environmental Laws
     and affecting the business of the Company or any of its Subsidiaries
     as currently conducted.
          "Hazardous Substances" means any pollutant, contaminant, waste or
     chemical or any toxic, radioactive, ignitable, corrosive, reactive or
     otherwise hazardous substance, waste or material, or any substance,
     waste or material having any constituent elements displaying of the
     foregoing characteristics, including, without limitation, petroleum,
     its derivatives, by-products and other hydrocarbons, which in any
     event is regulated under Environmental Laws.
     Section 5.20.  Finders' Fees
     Except for J.P. Morgan Securities Inc. and Peter J. Solomon Company
Limited, a copy of whose engagement agreements have been provided to
Parent, there is no investment banker, broker, finder or other intermediary
which has been retained by or is authorized to act on behalf of the Company
or any Subsidiary who might be entitled to any fee or commission from
Parent or any of its affiliates upon consummation of the transactions
contemplated by this Agreement.
     Section 5.21.  Inapplicability of Certain Restrictions
     The Company has taken all action necessary to exempt the Offer, the
Exchange Offer, the Merger, this Agreement, and the transactions
contemplated hereby from Section 203 of the Delaware Law.  Unless Merger
Co. owns at least 90% of the issued and outstanding shares of Company
Common Stock, the adoption of this Agreement by the affirmative vote of the
holders of shares of Company Common Stock entitling such holders to
exercise at least a majority of the voting power of the shares of Company
Common Stock is the only vote of holders of any class or series of the
capital stock of the Company required to adopt this Agreement, or to
approve the Merger or any of the other transactions contemplated hereby and
no higher or additional vote is required pursuant to the Company's
Certificate of Incorporation or otherwise.
     Section 5.22.  Rights Plan
     The Company has not entered into, and its Board of Directors has
not adopted or authorized the adoption of, a shareholder rights or similar
agreement.
                                 ARTICLE 6

                 REPRESENTATIONS AND WARRANTIES OF PARENT
     Parent represents and warrants to the Company as of the date hereof
and as of the Effective Time that:
     Section 6.01.  Corporate Existence And Power
     Parent is a corporation duly incorporated, validly existing and in
good standing under the laws of Delaware and has all corporate powers and
all material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted. Parent is duly
qualified to do business as a foreign corporation and is in good standing
in each jurisdiction where the character of the property owned or leased by
it or the nature of its activities makes such qualification necessary,
except for those jurisdictions where the failure to be so qualified would
not, individually or in the aggregate, reasonably be expected to have a
material adverse effect on the condition (financial or otherwise),
business, assets, liabilities or results of operations of Parent and the
Parent Subsidiaries taken as a whole ("Parent Material Adverse Effect").
Parent has heretofore delivered to the Company true and complete copies of
Parent's certificate of incorporation and bylaws as currently in effect.

                                     54


     Section 6.02.  Corporate Authorization
     The execution, delivery and performance by Parent and Merger Co. of
this Agreement and the consummation by Parent and Merger Co. of the
transactions contemplated hereby are within the corporate powers of Parent
and Merger Co. and have been duly authorized by all necessary corporate and
stockholder action. This Agreement constitutes a valid and binding
agreement of each of Parent and Merger Co.
     Section 6.03.  Governmental Authorization
     The execution, delivery and performance by Parent and Merger Co. of
this Agreement and the consummation by Parent and Merger Co. of the
transactions contemplated by this Agreement require no action by or in
respect of, or filing with, any governmental body, agency, official or
authority other than (a) the filing of a certificate of merger in
accordance with Delaware Law; (b) compliance with any applicable
requirements of the HSR Act; (c) compliance with any applicable non-United
States laws intended to prohibit, restrict or regulate actions having the
purpose or effect of monopolization or restraint of trade; and (d)
compliance with any applicable requirements of the Securities Act and the
Exchange Act.
     Section 6.04.  Non-Contravention
     Except as set forth in Schedule 6.04, the execution, delivery and
performance by Parent and Merger Co. of this Agreement and the consummation
by Parent and Merger Co. of the transactions contemplated hereby do not and
will not (a) contravene or conflict with the certificate of incorporation
or bylaws of Parent or Merger Co., (b) assuming compliance with the matters
referred to in Section 6.03, contravene or conflict with any provision of
law, regulation, judgment, writ, injunction, order or decree of any court
or governmental authority binding upon or applicable to Parent or Merger
Co. or any of their properties or assets, or (c) constitute a default under
or give rise to any right of termination, cancellation or acceleration of
any right or obligation of Parent or Merger Co. or to a loss of any benefit
to which Parent or Merger Co. is entitled under any provision of any
material agreement, contract or other instrument binding upon Parent or
Merger Co. or any license, franchise, permit or other similar authorization
held by the Parent or Merger Co., or (d) result in the creation or
imposition of any Lien on any asset of the Parent or Merger Co., except, in
the case of clauses (b), (c) and (d) of this Section 6.04, for any such
violation, failure to obtain any such consent or other action, default,
right, loss or Lien that would not, individually or in the aggregate, be
reasonably expected to have a Parent Material Adverse Effect.
     Section 6.05.  Capitalization
     The authorized capital stock of Parent consists of 900,000,000
shares of Parent Common Stock and 900,000,000 shares of Class B common
stock, par value $0.10 per share (the "Class B Common Stock"). As of the
close of business on December 28, 2000, there were outstanding 120,429,640
shares of Parent Common Stock and 102,645,048 shares of Class B Common
Stock. As of the close of business on December 2, 2000, there were
outstanding stock options to purchase an aggregate of 6,739,160 shares of
Parent Common Stock (of which options to purchase an aggregate of 3,743,535
shares of Parent Common Stock were exercisable). All outstanding shares of
capital stock of Parent have been duly authorized and validly issued and
are fully paid and nonassessable.  Except for changes since December 2,
2000 resulting from the exercise of employee stock options outstanding on
such date, there are outstanding (a) no shares of capital stock or other
voting securities of the Company, (b) no securities of the Company
convertible into or exchangeable for shares of capital stock or voting

                                     55


securities of the Company, and (c) no options or other rights to acquire
from the Company or any Subsidiary, and no obligation of the Company or any
Subsidiary to issue, any capital stock, voting securities or
securities convertible into or exchangeable for capital stock or voting
securities of the Company (the items in clauses (a), (b) and (c) of this
Section 6.05 being referred to collectively as the "Parent Securities").
There are no outstanding obligations of the Parent or any Parent Subsidiary
to repurchase, redeem or otherwise acquire any Parent Securities.
     Section 6.06.  Parent Subsidiaries
     (a) Each Parent Subsidiary is a corporation duly incorporated,
validly existing and in good standing under the laws of its jurisdiction of
incorporation, has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted and is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction where the
character of the property owned or leased by it or the nature of its
activities makes such qualification necessary, except for those
jurisdictions where failure to be so qualified would not, individually or
in the aggregate, reasonably be expected to have a Parent Material Adverse
Effect. For purposes of this Agreement, "Parent Subsidiary" means any
corporation or other entity of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are directly or
indirectly owned by Parent and/or one or more Parent Subsidiaries. All
Parent Subsidiaries and their respective jurisdictions of incorporation are
identified in Schedule 6.06.
     (b)  All of the outstanding capital stock of, or other ownership
interests in, each Parent Subsidiary, is owned by Parent, directly or
indirectly, free and clear of any Lien and free of any other limitation or
restriction (including any restriction on the right to vote, sell or
otherwise dispose of such capital stock or other ownership interests).
There are no outstanding (i) securities of Parent or any Parent Subsidiary
convertible into or exchangeable for shares of capital stock or other
voting securities or ownership interests in any Parent Subsidiary, and (ii)
options or other rights to acquire from Parent or any Parent Subsidiary,
and no other obligation of the Parent or any Parent Subsidiary to issue,
any capital stock, voting securities or other ownership interests in, or
any securities convertible into or exchangeable for any capital stock,
voting securities or ownership interests in, any Parent Subsidiary (the
items in clauses (i) and (ii) of this Section 6.06(b) being referred to
collectively as the "Parent Subsidiary Securities"). There are no
outstanding obligations of Parent or any Parent Subsidiary to repurchase,
redeem or otherwise acquire any outstanding Parent Subsidiary Securities.
     (c)  Since the date of its incorporation, Merger Co. has not engaged
in any activities other than in connection with or as contemplated by this
Agreement.
     Section 6.07.  SEC Filings
     (a)  Parent has delivered or made available to the Company (i)
Parent's annual report on Form 10-K for the year ended September 30, 2000
(the "Parent 10-K"), (ii) its proxy or information statements relating to
meetings of, or actions taken without a meeting by, the stockholders of the
Company held since January 1, 1998, and (iii) all of its other reports,
statements, schedules and registration statements filed with the SEC since
January 1, 1998.



                                     56

     (b)  As of its filing date, each such report or statement filed
pursuant to the Exchange Act did not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make
the statements made therein, in the light of the circumstances under which
they were made, not misleading.
     (c)  Each such registration statement, as amended or supplemented, if
applicable, filed pursuant to the Securities Act as of the date such
statement or amendment became effective did not contain any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading.
     Section 6.08.  Parent Financial Statements
     .  The audited consolidated financial statements of Parent included in
the Parent 10-K fairly present, in all material respects, in conformity
with generally accepted accounting principles applied on a consistent basis
(except as may be indicated in the notes thereto), the consolidated
financial position of Parent and its consolidated subsidiaries as of the
dates thereof and their consolidated statements of income, stockholders'
equity and cash flows for the periods then ended (subject to normal year-
end adjustments in the case of any unaudited interim financial statements).
For purposes of this Agreement, "Parent Balance Sheet" means the
consolidated balance sheet of Parent as of September 30, 2000 as set forth
in the Company 10-K and "Parent Balance Sheet Date" means September 30,
2000.
     Section 6.09.  Disclosure Documents
     (a)  Each document required to be filed by Parent with the SEC in
connection with the transactions contemplated by this Agreement (the
"Parent Disclosure Documents"), including, without limitation, (i) the Form
TO/A, (ii) the Exchange Form TO, (iii) the Exchange Form S-4 and (iv) the
Merger Form S-4 (as defined in Section 9.01) to be filed with the SEC in
connection with the Offer, the Exchange Offer or the Merger and any
amendments or supplements thereto will, when filed, comply as to form in
all material respects with the applicable requirements of the Exchange Act
except that no representation or warranty is made hereby with respect to
any information furnished to Parent by the Company in writing specifically
for inclusion in the Company Disclosure Documents.
     (b)  At the time the Form TO/A, the Exchange Form TO, the Exchange
Form S-4 and the Merger Form S-4 or any amendment or supplement thereto is
first mailed to stockholders of the Company, and, with respect to the
Exchange Form S-4 and the Merger Form S-4 only, at the time such Form S-4
is declared effective by the SEC, the Form TO/A, the Exchange Form TO, the
Exchange Form S-4 and the Merger Form S-4, as supplemented or amended, if
applicable, will not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
made therein, in the light of the circumstances under which they were made,
not misleading. At the time of the filing of any Parent Disclosure Document
other than the Exchange Form S-4 or the Merger Form S-4 and at the time of
any distribution thereof, such Parent Disclosure Document will not contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading. The
representations and warranties contained in this Section 6.09(b) will not
apply to statements or omissions included in the Parent Disclosure
Documents based upon information furnished to Parent in writing by the
Company specifically for use therein.



                                     57

     (c)  Neither the information with respect to Parent or any Parent
Subsidiary that Parent furnishes in writing to the Company specifically for
use in the Company Disclosure Documents nor the information incorporated by
reference from documents filed by Parent with the SEC will, at the time of
the provision thereof to Parent or at the time of  the filing thereof by
Parent with the SEC, as the case may be, and at the time of the meeting of
the Company's stockholders, if any, contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not misleading.
     Section 6.10.  Absence of Certain Changes
     Except as set forth in Schedule 6.10 hereto or the Parent 10-K
since the Parent Balance Sheet Date, Parent and the Parent Subsidiaries
have conducted their business in the ordinary course consistent with past
practice and there has not been:
          (a)  any event, occurrence or development of a state of
     circumstances or facts which has had or reasonably could be expected
     to have a Parent Material Adverse Effect;
          (b)  any declaration (other than a quarterly dividend consistent
     with past practices), setting aside or payment of any dividend or
     other distribution with respect to any shares of capital stock of
     Parent, or any repurchase, redemption or other acquisition by Parent
     or any Parent Subsidiary of any outstanding shares of capital stock or
     other securities of, or other ownership interests in, Parent or any
     Parent Subsidiary (other than pursuant to Parent's previously
     announced repurchase program);
          (c)  any amendment of any material term of any outstanding
     security of Parent or any Parent Subsidiary that could reasonably be
     expected to be materially adverse to Parent;
          (d)  any creation or assumption by the Parent or any Parent
     Subsidiary of any material Lien on any material asset other than in
     the ordinary course of business consistent with past practices;
          (e)  any damage, destruction or other casualty loss (whether or
     not covered by insurance) affecting the business or assets of Parent
     or any Parent Subsidiary which, individually or in the aggregate, has
     had or would reasonably be expected to have a Parent Material Adverse
     Effect;
          (f)  any change in any method of accounting or accounting
     practice by Parent or any Parent Subsidiary, except for any such
     change required by reason of a concurrent change in generally accepted
     accounting principles;
          (g)  any labor dispute, other than routine individual grievances,
     or any activity or proceeding by a labor union or representative
     thereof to organize any employees of Parent or any Parent Subsidiary,
     which employees were not subject to a collective bargaining agreement
     at the Balance Sheet Date, or any lockouts, strikes, slowdowns, work
     stoppages or threats thereof by or with respect to such employees
     which have had or could reasonably be expected to have a Parent
     Material Adverse Effect; or
          (h)  any cancellation of any licenses, sublicenses, franchises,
     permits or agreements to which the Parent or any Parent Subsidiary is
     a party, or any notification to Parent or any Parent Subsidiary that
     any party to any such arrangements intends to cancel or not renew such
     arrangements beyond its expiration date as in effect on the date
     hereof, which cancellation or notification, individually or in the
     aggregate, has had or reasonably could be expected to have a Parent
     Material Adverse Effect.

                                     58


     Section 6.11.  No Undisclosed Material Liabilities
     Except as set forth in the Parent 10-K, there are no liabilities,
commitments or obligations of the Parent or any of its subsidiaries of any
kind whatsoever whether accrued, contingent, absolute, determined,
determinable or otherwise, and there is no existing condition, situation or
set of circumstances that would reasonably be likely to result in such a
liability commitment or obligation, other than:
     (a)  liabilities, commitments or obligations disclosed or provided for
in the Parent Balance Sheet or in the Parent 10-K;
     (b)  liabilities, commitments or obligations incurred in the ordinary
course of business consistent with past practice since the Parent Balance
Sheet Date;
     (c)  liabilities, commitments or obligations under this Agreement; and
     (d)  liabilities, commitments or obligations that individually or in
the aggregate have not had and are not reasonably likely to have a Parent
Material Adverse Effect.
     Section 6.12.  Adequate Funds.
     Parent will have as of the time of acceptance for payment and
purchase of shares of Company Common Stock pursuant to the Offer sufficient
funds for the purchase of all shares of Company Common Stock that Parent or
Merger Co. becomes obligated to accept for payment pursuant to the Offer
and to consummate the transactions contemplated by this Agreement.
     Section 6.13.  Ownership of Company Common Stock.
     As of the date of this Agreement, Parent owns 574,200 shares of
Company Common Stock.
     Section 6.14.  Finders' Fees
     Except for Merrill Lynch & Co., whose fees will be paid by Parent,
there is no investment banker, broker, finder or other intermediary who
might be entitled to any fee or commission from the Company or any of its
affiliates upon consummation of the transactions contemplated by this
Agreement.
     Section 6.15.  Compliance of Laws.
     Except as disclosed in the Parent 10-K, neither Parent nor any Parent
Subsidiary is in violation of, or has since January 1, 1999 violated, and
to the knowledge of Parent, is under investigation with respect to or has
been threatened to be charged with or given notice of any violation of, any
applicable law, rule, regulation, judgment, injunction, order or decree,
except for violations that have not had and would not reasonably be
expected to have, individually or in the aggregate, a Parent Material
Adverse Effect.
                                 ARTICLE 7

                         COVENANTS OF THE COMPANY

     Section 7.01.  Conduct of the Company
     From the date hereof until the Control Date, except as contemplated
by this Agreement, the Company and the Subsidiaries shall conduct their
business in the ordinary course consistent with past practice and shall use
their reasonable best efforts to preserve intact their business
organizations and relationships with third parties and to keep available
the services of their present officers and employees. Without limiting the
generality of the foregoing, except as set forth in Schedule 7.01, from the
date hereof until the Control Date and unless consented to in writing by
Parent, the Company will not and will cause its Subsidiaries not to:
          (a)  adopt or propose any change in its certificate of
     incorporation or bylaws;

                                     59

          (b)  except pursuant to existing agreements or arrangements, or
     as specifically permitted by this Agreement:
          (i)  acquire (by merger, consolidation or acquisition of stock or
               assets) any corporation, partnership or other business
               organization or division thereof for an amount in excess of
               $5 million in the aggregate, or sell, lease or otherwise
               dispose of a subsidiary or an amount of assets or securities
               for an amount in excess of $20 million in the aggregate;
          (ii) make any investment in an amount in excess of $20 million in
               the aggregate whether by purchase of stock or securities,
               contributions to capital or any property transfer, or
               purchase for an amount in excess of $20 million in the
               aggregate, any property or assets of any other individual or
               entity;
          (iii)other than in the ordinary course of business consistent
               with past practice, waive, release, grant, or transfer any
               rights of material value;
          (iv) other than in the ordinary course of business consistent
               with past practice, modify or change in any material respect
               any existing material license, lease, contract, or other
               document;
          (v)  incur, assume or prepay an amount of long-term or short-term
               debt in excess of $150 million in the aggregate (net of cash
               and marketable securities);
          (vi) assume, guarantee, endorse or otherwise become liable or
               responsible (whether directly, contingently or otherwise)
               for the obligations of any other person (other than any
               Subsidiary) which, are in excess of $5 million in the
               aggregate;
          (vii)make any loans, advances or capital contributions to, or
               investments in, any other person which are in excess of $20
               million in the aggregate; or
          (viii)make any new capital expenditures which, individually or in
               the aggregate, would exceed $200 million in the first six
               months of the 2001 calendar year.
          (c)  split, combine or reclassify any shares of its capital
     stock, declare, set aside or pay any dividend or other distribution
     (whether in cash, stock or property or any combination thereof) in
     respect of its capital stock except regular quarterly dividends, other
     than cash dividends and distributions by a wholly owned subsidiary of
     the Company to the Company or to a subsidiary all of the capital stock
     of which is owned directly or indirectly by the Company, or, other
     than consistent with its past practice of acquiring shares of Company
     Common Stock to meet its obligation to reserve and issue shares of
     Company Common Stock under any stock option or compensation plan or
     arrangement of the Company, redeem, repurchase or otherwise acquire or
     offer to redeem, repurchase, or otherwise acquire any of its
     securities or any securities of its Subsidiaries;

          (d)  except as specifically permitted by this Agreement, adopt or
     amend any material bonus, profit sharing, compensation, severance,
     termination, stock option, pension, retirement, deferred compensation,
     employment or employee benefit plan, agreement, trust, plan, fund or
     other arrangement for the benefit and welfare of any director, officer
     or employee, or (except for normal increases in the ordinary course of
     business that are consistent with past practices and that, in the
     aggregate, do not result in a material increase in benefits or

                                     60

     compensation expense to the Company) increase in any manner the
     compensation or fringe benefits of any director, officer or employee
     or pay any benefit not required by any existing plan or arrangement
     (including, without limitation, the granting of stock options or stock
     appreciation rights or the removal of existing restrictions in any
     benefit plans or agreements);
          (e)  except as set forth in Schedule 7.01, pay, discharge or
     satisfy any material claims, liabilities or obligations (whether
     absolute, accrued, asserted or unasserted, contingent or otherwise)
     other than the payment, discharge or satisfaction in the ordinary
     course of business, consistent with past practices, of liabilities
     reflected or reserved against in the consolidated financial statements
     of the Company or incurred in the ordinary course of business,
     consistent with past practices;
          (f)  except as set forth in Schedule 7.01, approve any new labor
     agreements;
          (g)  take any action other than in the ordinary course of
     business and consistent with past practices with respect to accounting
     policies or procedures;
          (h)  agree or commit to do any of the foregoing; or
          (i)  knowingly take or agree or commit to take any action that
     would make any representation and warranty of the Company hereunder
     inaccurate in any material respect at, or as of any time prior to, the
     Effective Time.
     Section 7.02.  Stockholder Meeting
     The Company shall cause a meeting of its stockholders (the "Company
Stockholder Meeting") to be duly called and held after the purchase of and
payment for the shares of Company Common Stock pursuant to the Offer for
the purpose of voting on the approval and adoption of this Agreement and
the Merger, if such meeting is required. Subject to Section 7.04, the Board
of Directors of the Company shall recommend approval and adoption of this
Agreement and the Merger by the Company's stockholders and shall not
withdraw such recommendation.
     Section 7.03.  Access to Information
     From the date hereof until the Effective Time, the Company will (a)
give Parent and its counsel, financial advisors, auditors and other
authorized representatives (collectively, the "Representatives") reasonable
access during normal business hours to the offices, properties, books and
records of the Company and the Subsidiaries, (b) provide the
Representatives reasonable access to and the right to consult with
representatives of the Company handling any labor negotiations with any
union representing employees of the Company, (c) furnish to Parent and the
Representatives such financial and operating data and other information as
such Persons may reasonably request in order to complete the transactions
contemplated hereby and (d) instruct the Company's employees, counsel and
financial advisors to cooperate with Parent in its investigation of the
business of the Company and the Subsidiaries; PROVIDED that (i) any
information provided to Parent or the Representatives pursuant to this
Section shall be subject to the Confidentiality Agreements and (ii) Parent
shall inform the Representatives receiving such information of the
terms of the Confidentiality Agreements and shall be responsible for any
breach by such Representatives of such Confidentiality Agreements; and
PROVIDED FURTHER that no investigation pursuant to this Section shall
affect any representation or warranty given by the Company to Parent
hereunder.



                                     61

     Section 7.04.  Other Offers
     (a)  Neither the Company nor any of its Subsidiaries shall (whether
directly or indirectly through advisors, agents or other intermediaries),
nor shall the Company or any of its Subsidiaries authorize or permit any of
its or their officers, directors, agents, representatives, advisors or
Subsidiaries to (x) solicit, initiate or take any action to facilitate or
encourage the submission of inquiries, proposals or offers from any Person
(as defined below) (other than Parent) relating to any Acquisition
Proposal, or agree to or endorse any Acquisition Proposal, (y) enter into
or participate in any discussions or negotiations regarding any Acquisition
Proposal, or furnish to any Person any information with respect to its
business, properties or assets in connection with any Acquisition Proposal
or (z) grant any waiver or release under any standstill or similar
agreement with respect to any class of equity securities of the Company or
any of its Subsidiaries; PROVIDED, however, that, prior to the acceptance
for payment of shares of Company Common Stock pursuant to the Offer
representing together with shares of Company Common Stock already owned by
Parent at least 50.1% of the shares of Company Common Stock outstanding,
the foregoing shall not prohibit the Company (either directly or indirectly
through advisors, agents or other intermediaries) from (i) furnishing
information pursuant to a confidentiality letter deemed appropriate by the
Special Committee (a copy of which shall be provided for informational
purposes only to Parent) concerning the Company and its businesses,
properties or assets to a Person who in the judgment of the Special
Committee has made a bona fide Acquisition Proposal, (ii) engaging in
discussions or negotiations with such a Person who in the judgment of the
Special Committee has made a bona fide Acquisition Proposal, (iii)
following receipt of a bona fide Acquisition Proposal, taking and
disclosing to its stockholders a position contemplated by Rule 14e-2(a)
under the Exchange Act or otherwise making disclosure to its stockholders,
(iv) following receipt of an Acquisition Proposal, failing to make or
withdrawing or modifying its recommendation referred to in Section 7.02
and/or (v) taking any non-appealable, final action ordered to be taken by
the Company by any court of competent jurisdiction but in each case
referred to in the foregoing clauses (i), (ii) and (iv) only if (i) the
Company has complied with the terms of this Section 7.04, (ii) the Company
has received an unsolicited Acquisition Proposal which the Special
Committee determines in good faith is reasonably likely to result in a
Superior Proposal, and (iii) the Company shall have delivered to Parent a
prior written notice advising Parent that it intends to take such action.
The Company will immediately cease and cause its advisors, agents and other
intermediaries to cease any and all existing activities, discussions or
negotiations with any parties conducted heretofore with respect to any of
the foregoing. For purposes of this Section 7.04, the term "Person" means
any person, corporation, entity or "group," as defined in Section 13(d) of
the Exchange Act, other than Parent or any of its affiliates.
          "Acquisition Proposal" means any offer or proposal for a merger,
     reorganization, consolidation, share exchange, business combination or
     other similar transaction involving the Company or any of its
     Subsidiaries or any proposal or offer to acquire, directly or
     indirectly, securities representing more than 50% of the voting power
     of the Company, or a substantial portion of the assets of the Company
     and its Subsidiaries taken as a whole, other than the Offer and the
     Merger contemplated by this Agreement.




                                     62


          "Superior Proposal" means any bona fide written Acquisition
     Proposal which (i) the Special Committee determines in good faith
     (after consultation with a financial advisor of nationally recognized
     reputation and taking into account all the terms and conditions of the
     Acquisition Proposal) is (a) more favorable to the Company and its
     stockholders from a financial point of view than the transaction
     contemplated hereunder, and (b) reasonably capable of being completed,
     including a conclusion that its financing, to the extent required, is
     then committed or is in the good faith judgment of the Board of
     Directors of the Company, reasonably capable of being financed by the
     Person making such Acquisition Proposal.
     (b)  If this Agreement is terminated under circumstances which would
constitute a Payment Event (as defined below), the Company will pay to
Parent, (i) if pursuant to clause (x) in the definition of "Payment Event",
simultaneously with the occurrence of such Payment Event or, if pursuant to
clause (y) in the definition of "Payment Event", within two business days
following such Payment Event, a fee of $15,000,000 and (ii) a reimbursement
payment of the amount advanced to the Company by Parent in order to pay the
amount described in the penultimate sentence of Section 5.04 in cash,
together with interest thereon, at a rate equal to the London Interbank
Offered Rate plus .75%, from the date hereof to the date such payment is
due pursuant to this Agreement (collectively, the "Reimbursement Payment),
reflecting reimbursement of the amounts advanced by Parent to the Company
on the date hereof and used by the Company to pay the termination fee and
the out-of-pocket fees and expenses owed to Rawhide Holdings Corporation
under the Rawhide Merger Agreement (which advance will be evidenced by a
note that, in the event of termination of this Agreement, will be repaid
only on the terms set forth in this Section 7.04(b) with respect to the
Reimbursement Payment, and that will survive the consummation of the Merger
if the Merger is completed).  Any payment of the Reimbursement Payment
pursuant to this Section 7.04(b) shall be made within one business day
after termination of this Agreement.  Any payment of the Reimbursement
Payment shall be made by wire transfer of immediately available funds.
          "Payment Event" means (x) the termination of this Agreement by
     the Company or Parent pursuant to Sections 11.01(d) or (e); or (y) the
     termination of this Agreement pursuant to Sections 11.01(b), (f) or
     (h) if at the time of such termination (or, in the case of a
     termination pursuant to Section 11.01(h), at the time of the
     stockholders meeting), there shall have been outstanding an
     Acquisition Proposal pursuant to which stockholders of the Company
     would receive cash, securities or other consideration having an
     aggregate value in excess of the Per Share of Company Common Stock
     Amount, and within six months of any such termination described in
     clause (y) above the Company enters into a definitive agreement for or
     consummates such Acquisition Proposal or another Acquisition Proposal
     with a higher per share of Company Common Stock value than such
     Acquisition Proposal.
     (c)  Upon the termination of this Agreement under circumstances which
would constitute a Payment Event, the Company shall reimburse Parent and
its affiliates not later than two business days after demand delivered by
Parent to the Company, the amount of $7,500,000 representing Parent's fees
and expenses (including, without limitation, the fees and expenses of their
counsel and investment banking fees) and Parent shall not be required to
submit documentation substantiating such fees and expenses.



                                     63


     (d)  The Company acknowledges that the agreements contained in this
Section 7.04 are an integral part of the transactions contemplated by this
Agreement, and that, without these agreements, neither Parent nor Merger
Co. would enter into this Agreement; accordingly, if the Company fails to
promptly pay any amount due pursuant to this Section 7.04, and, in order to
obtain such payment, the other party commences a suit which results in a
judgment against the Company for the fee or fees and expenses set forth in
this Section 7.04, the Company shall also pay to Parent its costs and
expenses incurred in connection with such litigation.
     (e)  This Section 7.04 shall survive any termination of this
Agreement, however caused, except a termination pursuant to Sections
11.01(a) or (c).
     Section 7.05.  Notices Of Certain Events
     The Company shall promptly notify Parent of:
          (a)  any notice or other communication from any Person alleging
     that the consent of such Person is or may be required in connection
     with the transactions contemplated by this Agreement;
          (b)  any notice or other communication from any governmental or
     regulatory agency or authority in connection with the transactions
     contemplated by this Agreement;
          (c)  any actions, suits, claims, investigations or proceedings
     commenced or, to the best of its knowledge threatened against,
     relating to or involving or otherwise affecting the Company or any
     Subsidiary which, if pending on the date of this Agreement, would have
     been required to have been disclosed pursuant to Section 5.12 or which
     relate to the consummation of the transactions contemplated by this
     Agreement.
     Section 7.06.  Tax Matters
     (a)  Except as set forth in Schedule 7.06 or as required by law or
as is in the ordinary course of business consistent with past practice or
as would not have a Material Adverse Effect, without the prior written
consent of Parent (such consent not to be unreasonably withheld), neither
the Company nor any of its Subsidiaries shall make or change any material
Tax election, change any annual Tax accounting period, adopt or change any
method of Tax accounting, file any amended Returns or claims for Tax
refunds, enter into any closing agreement, surrender any Tax claim, audit
or assessment, surrender any right to claim a Tax refund, offset or other
reduction in Tax liability surrendered, consent to any extension or waiver
of the limitations period applicable to any Tax claim or assessment or take
or omit to take any other action, if any such election, action or omission
would have the effect of increasing the Tax liability or reducing any Tax
asset of the Company or any of its Subsidiaries.
     (b)  The Company and each of its Subsidiaries will establish or cause
to be established in accordance with GAAP on or before the Effective Time
an adequate accrual for all Taxes due with respect to any Pre-Closing Tax
Period or applicable portion of the Straddle Period.
     (c)  Neither the Company nor any of its Subsidiaries shall take any
action that would reasonably be likely to prevent the Offer, the Exchange
Offer and the Merger, taken together, from qualifying as a reorganization
within the meaning of Section 368(a) of the Code ("368(a) Reorganization")
and prior to the Effective Time, the Company and its Subsidiaries shall use
their reasonable best efforts to cause the Offer, the Exchange Offer and
the Merger, taken together, to qualify as a 368(a) Reorganization. The
Company shall use its reasonable best efforts to cause Wachtell, Lipton,
Rosen & Katz to provide an opinion, on the basis of certain facts,
representations and assumptions set forth in such opinion, dated the

                                     64

Effective Time, to the effect that the Offer, the Exchange Offer and the
Merger, taken together, will be treated for federal income tax purposes as
a 368(a) Reorganization and that each of Parent, Merger Co. and the Company
will be a party to the reorganization within the meaning of Section 368(b)
of the Code.  The Company shall use its reasonable best efforts to provide
to Wachtell, Lipton, Rosen & Katz and Milbank, Tweed, Hadley & McCloy LLP a
certificate containing representations reasonably requested by such counsel
in connection with the opinions to be delivered pursuant to this Section
7.06(c) and Section 8.10 hereof.
     Section 7.07.  Affiliates
     At least 30 days prior to the Effective Time, the Company shall
deliver to Parent a letter identifying all known Persons who may be deemed
affiliates of the Company for the purposes of Rule 145 of the Securities
Act.  The Company shall use reasonable best efforts to obtain a written
agreement from each Person who may be so deemed as soon as practicable and,
in any event, prior to the Effective Time, substantially in the form of
Exhibit A hereto.
     Section 7.08.  Confidentiality
     The confidentiality agreements dated December 4, 2000 and December 18,
2000 between Parent and the Company (the "Confidentiality Agreements")
shall continue in full force and effect prior to the Effective Time and
after any termination of this Agreement.

     Section 7.09.  Other Actions.
     The Company shall not, and shall not permit any of its Subsidiaries to,
take any action that would, or that would reasonably be expected to, result
in any of the conditions set forth in Article 10 not being satisfied.

                                 ARTICLE 8

                            COVENANTS OF PARENT
     Parent agrees that:
     Section 8.01.  Parent Stockholder Meeting
     Parent shall cause a meeting of its stockholders (the "Parent
Stockholder Meeting") to be duly called and held as soon as reasonably
practicable for the purpose of voting on the issuance of Parent Common
Stock in the Exchange Offer, the Merger and pursuant to Parent Options
after the Merger.  The Board of Directors of Parent shall recommend
approval of the issuance of Parent Common Stock in the Exchange Offer and
the Merger pursuant to this Agreement and shall not withdraw such
recommendation.
     Section 8.02.  Confidentiality
     The Confidentiality Agreements shall continue in full force and
effect prior to the Effective Time and after any termination of this
Agreement.
     Section 8.03.  Voting Of Shares
     Each of Parent and Merger Co. agrees to vote, and to cause any of
their subsidiaries to vote, all shares of Company Common Stock beneficially
owned by them in favor of adoption of this Agreement at the Company
Stockholder Meeting.
     Section 8.04.  Director And Officer Liability
     For six years after the Effective Time, Parent will cause the
Surviving Corporation to indemnify and hold harmless the present and former
officers and directors of the Company in respect of acts or omissions
occurring prior to the Effective Time to the extent provided under the
Company's articles of incorporation and bylaws in effect on the date
hereof; PROVIDED that such indemnification shall be subject to any

                                     65

limitation imposed from time to time under applicable law. For six years
after the Effective Time, Parent will cause the Surviving Corporation to
use its best efforts to provide officers' and directors' liability
insurance in respect of acts or omissions occurring prior to the Effective
Time covering each such Person currently covered by the Company's officers'
and directors' liability insurance policy on terms with respect to coverage
and amount no less favorable than those of such policy in effect on the
date hereof, PROVIDED that if the aggregate annual premiums for such
insurance at any time during such period shall exceed 200% of the per annum
rate of premium paid by the Company in its last full fiscal year for such
insurance, then Parent shall cause the Surviving Corporation to provide
only such coverage as shall then be available at an annual premium equal to
200% of such rate.
     Section 8.05.  Employee Matters
     Parent agrees that, subject to applicable law, the Surviving
Corporation and its Subsidiaries will provide benefits to its employees
which will, in the aggregate, be comparable to those currently provided by
Parent and its Subsidiaries to their employees; PROVIDED, however, that
this Section 8.05 shall not apply to any employees represented for purposes
of collective bargaining. Notwithstanding the foregoing, nothing herein
shall otherwise limit the Surviving Corporation's right to amend, modify or
terminate any Employee Plan.
     Section 8.06.  Obligations of Merger Co
     Parent will take all action necessary to cause Merger Co. to
perform its obligations under this Agreement and to consummate the Merger
on the terms and conditions set forth in this Agreement.
     Section 8.07.  NYSE Listing
     Parent shall use its reasonable best efforts to cause the shares of
Parent Common Stock to be issued in connection with the Exchange Offer and
the Merger to be listed on the NYSE, subject to official notice of
issuance.
     Section 8.08.  Acquisitions of Shares
     Neither Parent nor Merger Co. will acquire any shares of Company
Common Stock prior to the Effective Time or the termination of this
Agreement, other than shares of Company Common Stock purchased pursuant to
the Offer or the Exchange Offer.
     Section 8.09.  Notices of Certain Events
     Parent shall promptly notify the Company of:
          (a)  any notice or other communication from any Person alleging
     that the consent of such Person is or may be required in connection
     with the transactions contemplated by this Agreement;
          (b)  any notice or other communication from any governmental or
     regulatory agency or authority in connection with the transactions
     contemplated by this Agreement;
          (c)  any actions, suits, claims, investigations or proceedings
     commenced or, to the best of its knowledge threatened against,
     relating to or involving or otherwise affecting Parent or any of its
     subsidiaries which relate to the consummation of the transactions
     contemplated by this Agreement.
     Section 8.10.  Reorganization Matters
     Neither Parent nor any Parent Subsidiary shall take any action that
would reasonably be likely to prevent the Offer, the Exchange Offer and the
Merger, taken together, from qualifying as a 368(a) Reorganization and
prior to the Effective Time, Parent and the Parent Subsidiaries shall use
their reasonable best efforts to cause the Offer, the Exchange Offer and
the Merger, taken together, to qualify as a 368(a) Reorganization. Parent
shall use its reasonable best efforts to cause Milbank, Tweed, Hadley & 66

McCloy LLP to provide an opinion, on the basis of certain facts,
representations and assumptions set forth in such opinion, dated the
Effective Time, to the effect that the Offer, the Exchange Offer and the
Merger, taken together, will be treated for federal income tax purposes as
a 368(a) Reorganization and that each of Parent, Merger Co. and the Company
will be a party to the reorganization within the meaning of Section 368(b)
of the Code.  Parent shall use its reasonable best efforts to provide to
Wachtell, Lipton, Rosen & Katz and Milbank, Tweed, Hadley & McCloy LLP a
certificate containing representations reasonably requested by such counsel
in connection with the opinions to be delivered pursuant to Section 7.06(c)
hereof and this Section 8.10.
     Section 8.11.  Information Relating to Offer
     Parent shall, and shall use its reasonable best efforts to cause
any depository or agent effecting the Offer, to provide to the Company
promptly as requested from time to time by the Company current information
regarding the status of the Offer and the Exchange Offer and the number of
shares tendered and not validly withdrawn.
     Section 8.12.  Conduct of Parent
     From the date hereof until the Effective Time, Parent and its
subsidiaries shall conduct their business in the ordinary course
consistent with past practice and shall use their reasonable best efforts
to preserve intact their business organizations and relationships with
third parties and to keep available the services of their present officers
and employees.
     Section 8.13.  Voting Agreement
     Contemporaneous with the execution hereof, Parent shall cause to be
delivered by Tyson Limited Partnership a voting agreement in the form
attached hereto as Exhibit B.
     Section 8.14.  Other Actions.
     Parent shall not, and shall not permit any Parent Subsidiary to, take any
action that would, or that would reasonably be expected to, result in any
of the conditions set forth in Article 10 not being satisfied.

                                 ARTICLE 9

                    COVENANTS OF PARENT AND THE COMPANY
     The parties hereto agree that:
     Section 9.01.  Company Proxy Statement and Merger Form S-4
     If Merger Co. does not own at least 90% of the issued and
outstanding Company Common Stock following the Offer and the Exchange
Offer, the Company shall promptly prepare the Company Proxy Statement and
Parent shall promptly prepare and file with the SEC the Registration
Statement on Form S-4, for shares of Parent Common Stock to be issued in
the Merger, containing information required by Regulation S-K under the
Exchange Act (the "Merger Form S-4"), in which the Company Proxy Statement
will be included.  The Company, Parent and Merger Co. shall cooperate with
each other in the preparation of the Merger Form S-4 and any amendment or
supplement thereto, and each shall notify the other of the receipt of any
comments of the SEC with respect to the Merger Form S-4 and of any requests
by the SEC for any amendment or supplement thereto or for additional
information, and shall provide to the other promptly copies of all
correspondence between Parent or the Company, as the case may be, or any of
its Representatives and the SEC with respect to the Merger Form S-4.  Parent
shall give the Company and its counsel the opportunity to review the Merger
Form S-4 and all responses to requests for additional information by and
replies to comments of the SEC before their being filed with, or sent to,
the SEC.  Each of the Company, Parent and Merger Co. agrees to use its

                                     67

best efforts, after consultation with the other parties hereto, to respond
promptly to all such comments of and requests by the SEC. Each of the
Company, Parent and Merger Co. shall use its reasonable best efforts to
cause the Merger Form S-4 to be declared effective by the SEC as promptly as
practicable. Parent shall promptly take any action (other than qualifying as
a foreign corporation or taking any action which would subject it to service
of process in any jurisdiction where Parent is not now so qualified or
subject) required to be taken under foreign or state securities or Blue Sky
laws in connection with the issuance of Parent Common Stock in the Merger.
As promptly as practicable after the Merger Form S-4 shall have become
effective, Parent and the Company shall fully cooperate with each other to
cause the Proxy Statement/Prospectus contained in the Merger Form S-4 to be
mailed to stockholders of the Company and Parent. Parent will advise
Company, promptly after it receives notice thereof, of (i) the time when the
Merger Form S-4 becomes effective, (ii) the issuance of any stop order with
respect to the Merger Form S-4, (iii) the suspension of the qualification of
Parent Common Stock for offering or sale in any jurisdiction, or (iv) any
request by the SEC for an amendment of the Merger Form S-4 or comments
thereon and responses thereto or requests by the SEC for additional
information.
     Section 9.02.  Certain Regulatory Issues
     Subject to the terms and conditions of this Agreement, each party
will use its reasonable best efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate the
transactions contemplated by this Agreement. Subject to Section 7.04, each
party shall also refrain from taking, directly or indirectly, any action
contrary to or inconsistent with the provisions of this Agreement,
including action which would interfere with the Offer or impair such
party's ability to consummate the Merger and the other transactions
contemplated hereby. Without limiting the foregoing, the Company and its
Board of Directors shall use their reasonable best efforts to (a) take all
action necessary so that no state takeover statute or similar statute or
regulation is or becomes applicable to the Offer, Exchange Offer, the
Merger or any of the other transactions contemplated by this Agreement and
(b) if any state takeover statute or similar statute or regulation becomes
applicable to any of the foregoing, take all action necessary so that the
Offer, the Exchange Offer, the Merger and the other transactions
contemplated by this Agreement may be consummated as promptly as
practicable on the terms contemplated by this Agreement and otherwise to
minimize the effect of such statute or regulation on the Offer, the
Exchange Offer, the Merger and the other transactions contemplated by this
Agreement.  Parent shall take actions as may be necessary to eliminate any
impediment under any antitrust, competition or trade regulation laws that
may be asserted by any governmental entity with respect to the Offer, the
Exchange Offer or the Merger so as to enable the Offer, the Exchange Offer
and the Merger to occur as soon as reasonably practicable.  Without
limiting the generality of the foregoing, Parent shall agree to divest,
hold separate, or agree to any conduct restrictions with respect to any
Parent or Company assets or as may be required by any governmental entity
in order to forego that governmental entity bringing any action to enjoin
the Offer, the Exchange Offer or the Merger.



                                     68

     Section 9.03.  Certain Filings
     (a)  The Company and Parent shall use their respective reasonable
best efforts to take or cause to be taken, (i) all actions necessary,
proper or advisable by such party with respect to the prompt preparation
and filing with the SEC of the Company Disclosure Documents and the Parent
Disclosure Documents, and (ii) such actions as may be required to have the
Company Proxy Statement cleared and the Merger Form S-4 declared effective
by the SEC, in each case as promptly as practicable.
     (b)  The Company and Parent shall cooperate with one another (i) in
determining whether any action by or in respect of, or filing with, any
governmental body, agency or official, or authority is required, or any
actions, consents, approvals or waivers are required to be obtained from
parties to any material contracts, in connection with or as a result of the
consummation of the transactions contemplated by this Agreement and (ii) in
seeking any such actions, consents, approvals or waivers or making any such
filings, furnishing information required in connection therewith or with
the Company Disclosure Documents and Parent Disclosure Documents and
seeking timely to obtain any such actions, consents, approvals or waivers.
     Section 9.04.  Public Announcements
     Parent and the Company will consult with each other before issuing
any press release or making any public statement with respect to this
Agreement and the transactions contemplated hereby and, except for any
press release or public statement as may be required by applicable law or
any listing agreement with any national securities exchange, will not issue
any such press release or make any such public statement prior to such
consultation.
     Section 9.05.  Further Assurances
     At and after the Effective Time, the officers and directors of the
Surviving Corporation will be authorized to execute and deliver, in the
name and on behalf of the Company or Parent, any deeds, bills of sale,
assignments or assurances and to take and do, in the name and on behalf of
the Company or Parent, any other actions and things to vest, perfect or
confirm of record or otherwise in the Surviving Corporation any and all
right, title and interest in, to and under any of the rights, properties or
assets of the Company acquired or to be acquired by the Surviving
Corporation as a result of, or in connection with, the Merger.
                                ARTICLE 10

                         CONDITIONS TO THE MERGER
     Section 10.01.  Conditions to the Obligations of Each Party
     The obligations of the Company, Parent and Merger Co. to consummate
the Merger are subject to the satisfaction of the following conditions:
          (a)  this Agreement shall have been adopted by the stockholders
     of the Company and the issuance of Parent Common Stock in the Merger
     shall have been approved by the stockholders of Parent, each in
     accordance with Delaware Law;
          (b)  any applicable waiting period under the HSR Act relating to
     the Offer and the Merger shall have expired or been terminated;
          (c)  no provision of any applicable law or regulation and no
     judgment, injunction, order or decree shall prohibit or restrain the
     consummation of the Merger; PROVIDED, HOWEVER, that the Company and
     Parent shall each use its reasonable efforts to have any such
     judgment, order, decree or injunction vacated;
          (d)  the Merger Form S-4 shall have been declared effective, no
     stop order suspending the effectiveness of the Merger Form S-4 shall
     be in effect and no proceedings for such purpose shall be pending
     before the SEC; and

                                     69

          (e)  the shares of Parent Common Stock to be issued in the Merger
     shall have been approved for listing in the NYSE, subject to official
     notice of issuance.
     Section 10.02.  Conditions to the Obligation of the Company
     The obligation of the Company to consummate the Merger is subject
to Merger Co. having purchased pursuant to the Offer shares of Company
Common Stock representing, together with shares of Company Common Stock
previously owned by Parent, no less than 50.1% of the issued and
outstanding shares of Company Common Stock.

                                ARTICLE 11

                                TERMINATION
     Section 11.01.  Termination
     This Agreement may be terminated and the transactions contemplated
hereby may be abandoned at any time prior to the Effective Time
(notwithstanding any approval of this Agreement by the stockholders of the
Company):
          (a)  by mutual written consent of the Company and Parent;
          (b)  (i) by the Company, if the Offer has not been consummated by
     February 28, 2001, provided that the Company is not then in breach in
     any material respect of any of its obligations under this Agreement;
     or (ii) by either the Company or Parent (but in case of Parent, only
     if no shares of Company Common Stock were purchased by Merger Co.
     pursuant to the Offer) if the Merger has not been consummated by May
     31, 2001, provided that the party seeking to exercise such right is
     not then in breach in any material respect of any of its obligations
     under the Agreement;
          (c)  by either the Company or Parent, if there shall be any law
     or regulation that makes acceptance for payment of, and payment for,
     the shares of Company Common Stock pursuant to the Offer, or
     consummation of the Merger illegal or otherwise prohibited or any
     judgment, injunction, order or decree enjoining Merger Co. from
     accepting for payment of, and paying for, the shares of Company Common
     Stock pursuant to the Offer, or Parent, Merger Co. or the Company from
     consummating the Merger is entered and such judgment, injunction,
     order or decree shall become final and nonappealable;
          (d)  by Parent, prior to the purchase of the shares of Company
     Common Stock pursuant to the Offer, (i) if the Board of Directors of
     the Company shall have withdrawn, or modified or amended in a manner
     adverse to Parent, its approval or recommendation of this Agreement,
     the Offer, the Exchange Offer or the Merger or its recommendation that
     stockholders of the Company tender their shares of Company Common
     Stock pursuant to the Offer and the Exchange Offer, adopt and approve
     this Agreement and the Merger or approved, recommended or endorsed any
     proposal for a transaction other than the transactions hereunder
     (including a tender or exchange offer for shares of Company Common
     Stock) or, (ii) if the Company has failed to call the Company
     Stockholder Meeting or failed to mail the Company Proxy Statement to
     its stockholders within 20 days after the Merger Form S-4 is declared
     effective by the SEC or failed to include in such statement the
     recommendation referred to above;



                                     70

          (e)  by the Company, if (i) the Board of Directors of the Company
     authorizes the Company, subject to complying with the terms of this
     Agreement, to enter into a binding written agreement concerning a
     transaction that constitutes a Superior Proposal and the Company
     notifies Parent in writing at least three business days prior to the
     proposed effectiveness of such termination that it intends to enter
     into such an agreement, attaching a description of the material terms
     and conditions thereof and permits Parent, within such three business
     day period to submit a new offer, which shall be considered by the
     Special Committee in good faith (it being understood that the Company
     shall not enter into any such binding agreement during such three
     business day period) and (ii) the Company prior to such termination
     pursuant to this clause (e) pays to Parent in immediately available
     funds the fees required to be paid pursuant to Section 7.04.  The
     Company agrees to notify Parent promptly if its intention to enter
     into a written agreement referred to in its notification shall change
     at any time after giving such notification;
          (f)  by Parent, prior to the acceptance for payment of the shares
     of Company Common Stock under the Offer, if there has been a breach by
     the Company of any representation, warranty, covenant or agreement
     contained in this Agreement that is not curable and such breach would
     give rise to a failure of the condition set forth in (d) or (e) of
     Annex I hereof;
          (g)  by the Company, prior to the acceptance for payment of the
     shares of Company Common Stock under the Offer, if there has been a
     breach by Parent of any representation, warranty, covenant or
     agreement contained in this Agreement that is not curable and such
     breach would give rise to a failure of the condition set forth in (d)
     or (e) of Annex I hereof (which, for purposes of this Section 11.01(g)
     only shall apply mutatis mutandis to Parent); or
          (h)  by either the Company or Parent if, at a duly held
     stockholders meeting of the Company or any adjournment thereof at
     which this Agreement and the Merger are voted upon, the requisite
     stockholder adoption and approval shall not have been obtained;
     PROVIDED, however, that Parent shall not have the right to terminate
     this Agreement or abandon the transactions contemplated hereby
     pursuant to this Section 11.01(h) if shares of Company Common Stock
     were purchased pursuant to the Offer.
The party desiring to terminate this Agreement pursuant to Sections
11.01(b)-11.01(h) shall give written notice of such termination to the
other party in accordance with Section 12.01.
     Section 11.02.  Effect of Termination
     If this Agreement is terminated pursuant to Section 11.01, this
Agreement shall become void and of no effect with no liability on the part
of any party hereto, except that termination of this Agreement shall be
without prejudice to any rights any party may have hereunder against any
other party for breach of this Agreement; PROVIDED that, in the event of
any such termination, no party shall under any circumstances have any
monetary liability to any other party based upon a breach of any
representation or warranty contained herein. The agreements contained in
Sections 7.04, 7.08, 8.02, 11.02, 11.03, 12.04 and 12.06 shall survive the
termination hereof.


     
                                     71


     Section 11.03.  Parent Payment Event.
     If a Parent Payment Event (defined below) occurs, Parent shall pay to the
Company a fee of $70 million simultaneously with the occurrence of such
Parent Payment Event.  "Parent Payment Event" means the termination of this
Agreement (i) by Parent or the Company pursuant to Section 11.01(c) or (ii)
by the Company pursuant to Section 11.01(b) if the inability to close
results from the failure of the conditions set forth in clause (a) of Annex
I hereto, provided, however, that, in each case, such termination results
from any laws, regulation, judgment, injunction, order or decree with
respect to any antitrust, competition or trade regulation laws that may be
asserted by any governmental entity with respect to the Offer, the Exchange
Offer or the Merger.
                                ARTICLE 12

                               MISCELLANEOUS
     Section 12.01.  Notices
     All notices, requests and other communications to any party
hereunder shall be in writing (including telecopy or similar writing) and
shall be given,
               if to Parent or Merger Co., to:

               John Tyson, Chairman of the Board,
               President and Chief Executive Officer
               Tyson Foods, Inc.
               2210 West Oaklawn Drive
               Springdale, Arkansas 72762
               Telecopy: 501-290-4028

               with a copy to:

               Les Baledge, Esq.
               Tyson Foods, Inc.
               2210 West Oaklawn Drive
               Springdale, Arkansas 72762
               Telecopy: 501-290-4028

               and with an additional copy to:

               Mel M. Immergut, Esq.
               Lawrence Lederman, Esq.
               Milbank, Tweed, Hadley & McCloy LLP
               1 Chase Manhattan Plaza
               New York, New York 10005
               Telecopy: 212-530-5219

               if to the Company, to:

               Robert L. Peterson, Chairman of the Board
               and Chief Executive Officer, and
               JoAnn R. Smith, Chairperson of the Special Committee,
               c/o IBP, inc.
               800 Stevens Port Drive
               Dakota Dunes, South Dakota 57049
               Telecopy:  605-235-2427



                                     72



               with a copy to:

               Sheila B. Hagen, Esq.
               c/o IBP, inc.
               800 Stevens Port Drive
               Dakota Dunes, South Dakota 57049
               Telecopy:  605-235-2427

               and with an additional copy to:

               Richard D. Katcher, Esq.
               Wachtell, Lipton, Rosen & Katz
               51 West 52nd Street
               New York, New York 10019
               Telecopy: 212-403-2222

or such other address or telecopy number as such party may hereafter
specify for the purpose by notice to the other parties hereto. Each such
notice, request or other communication shall be effective (a) if given by
telecopy, when such telecopy is transmitted to the telecopy number
specified in this Section and the appropriate telecopy confirmation is
received or (b) if given by any other means, when delivered at the address
specified in this Section.
     Section 12.02.  Survival of Representations and Warranties
     The representations and warranties and agreements contained herein
and in any certificate or other writing delivered pursuant hereto shall not
survive the Effective Time except for the representations, warranties and
agreements set forth in Sections 7.04, 7.06(c), 8.04, 8.05, 8.10, 11.03,
12.04 and 12.06.

     Section 12.03.  Amendments; No Waivers; Direction of Merger
     (a)  Any provision of this Agreement may be amended or waived prior
to the Effective Time if, and only if, such amendment or waiver is in
writing and signed, in the case of an amendment, by each party to this
Agreement or in the case of a waiver, by the party against whom the waiver
is to be effective; PROVIDED that after the adoption of this Agreement by
the stockholders of the Company, no such amendment or waiver shall, without
the further approval of such stockholders, alter or change (i) the amount
or kind of consideration to be received in exchange for any shares of
capital stock of the Company or (ii) any of the terms or conditions of this
Agreement if such alteration or change would adversely affect the rights of
the holders of any shares of capital stock of the Company.
     (b)  No failure or delay by any party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights
and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.
     (c)  If the Company and Parent so agree at any time prior to the
Effective Time, the Merger shall be effected such that Merger Co. will be
merged with and into the Company with the Company as the "Surviving
Corporation" for all purposes hereunder.  In such event, the parties hereto
shall execute an appropriate amendment to this Agreement to reflect the
foregoing.


                                     73


     Section 12.04.  Expenses
     Except as provided in Section 7.04, all costs and expenses incurred
in connection with this Agreement shall be paid by the party incurring such
cost or expense.
     Section 12.05.  Successors and Assigns; Benefit
     The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and
assigns, PROVIDED that no party may assign, delegate or otherwise transfer
any of its rights or obligations under this Agreement without the consent
of the other parties hereto except that Parent and Merger Co. may make such
an assignment to one or more of their affiliates. Nothing in this
Agreement, expressed or implied, shall confer on any Person other than the
parties hereto, and their respective successors and assigns, any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except that the present and former officers and directors of the Company
shall have the rights set forth in Section 8.04 hereof.
     Section 12.06.  Governing Law
     This Agreement shall be construed in accordance with and governed
by the law of the State of New York, except that, insofar as the procedures
of the Merger that are subject to Delaware Law because the Parent, Merger
Co. and the Company are incorporated in Delaware are concerned, the law of
the State of Delaware shall apply.
     Section 12.07.  Counterparts; Effectiveness
     This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Agreement shall
become effective when each party hereto shall have received counterparts
hereof signed by all of the other parties hereto.


                                     74


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and
year first above written.
                            IBP, INC.



                            By:  /s/ Jo Ann R. Smith
                                 ---------------------------------
                                 Name: Jo Ann R. Smith
                                 Title: Chairperson of the Special Committee,
                                 on behalf of the Special Committee
        

                            TYSON FOODS, INC.



                            By:  /s/ John Tyson
                                 --------------------------------
                                 Name: John Tyson
                                 Title: Chairman, President & CEO


                            LASSO ACQUISITION CORPORATION



                            By:  /s/ John Tyson
                                 --------------------------------
                                 Name:  John Tyson
                                 Title: President




                                      75

                                                                 ANNEX I
                          CONDITIONS TO THE OFFER
          The capitalized terms used in this Annex I shall have the
meanings ascribed to them in the Agreement and Plan of Merger to which it
is attached, except that the term "Merger Agreement" shall be deemed to
refer to such Agreement and Plan of Merger.
          Notwithstanding any other provision of the Offer, Merger Co.
shall not be required to accept for payment or, subject to any applicable
rules and regulations of the SEC, including Rule 14e-1c under the
Exchange Act (relating to Merger Co.'s obligation to pay for or return
tendered shares of Company Common Stock promptly after termination or
withdrawal of the Offer), pay for, and may (subject to any such rule or
regulation) delay the acceptance for payment of any tendered shares of
Company Common Stock, and may (except as provided in the Merger Agreement)
amend or terminate the Offer as to any shares of Company Common Stock not
then paid for, if (i) the condition that shares of Company Common Stock
representing at least the Minimum Condition shall have been validly
tendered and not properly withdrawn prior to the expiration of the Offer
shall not have been satisfied, (ii) any applicable waiting period under the
HSR Act shall not have expired or terminated prior to the expiration of the
Offer or (iii) at any time on or after the date of the Merger Agreement and
before the time of payment for any such shares of Company Common Stock
(whether or not any shares of Company Common Stock have theretofore been
accepted for payment or paid for pursuant to the Offer), any of the
following events shall have occurred and remain in effect other than as a
result of any action or inaction of Parent or any of its Subsidiaries that
constitutes a breach of this Agreement:
          (a)  there shall have been any law or order promulgated, entered,
     enforced, enacted, issued or deemed applicable to the Offer or the
     Merger by any court of competent jurisdiction or other competent
     governmental or regulatory authority which, directly or indirectly, (1)
     prohibits, or imposes any material limitations on, Parent's or Merger
     Co.'s ownership or operation (or that of any of their respective
     subsidiaries or affiliates) of any portion of their or the Company's
     businesses or assets which is material to the business of all such
     entities taken as a whole, or compels Parent or Merger Co. (or their
     respective subsidiaries or affiliates) to dispose of or hold separate
     any portion of their or the Company's business or assets which is
     material to the business of all such entities taken as a whole, (2)
     prohibits, restrains or makes illegal the acceptance for payment,
     payment for or purchase of shares of Company Common Stock pursuant to
     the Offer or the consummation of the Merger, (3) imposes material
     limitations on the ability of Merger Co. or Parent (or any of their
     respective subsidiaries or affiliates) effectively to acquire or to
     hold or to exercise full rights of ownership of the shares of Company
     Common Stock purchased pursuant to the Offer including, without
     limitation, the right to vote such shares of Company Common Stock on
     all matters properly presented to the Company's stockholders, (4)
     imposes material limitations on the ability of Merger Co. or Parent (or
     any of their respective subsidiaries or affiliates) effectively to
     control in any material respect any material portion of the business or
     assets of the Company and the Subsidiaries taken as a whole, or (5)
     otherwise materially adversely affects the Company and the Subsidiaries
     taken as a whole; PROVIDED, however, that actions or inactions agreed
     to be taken or not taken by Parent and Merger Co. in the Merger
     Agreement (including, without limitation, the agreements in
     
                                      
                                     76

     
     Section 9.02 of the Merger Agreement) shall not be deemed to be a
     satisfaction of the conditions set forth in this clause (a);
          (b)  there shall have occurred (1) any general suspension of
     trading in, or limitation on prices for, securities on the New York
     Stock Exchange for a period in excess of 24 hours (excluding
     suspensions of limitations resulting solely from physical damage or
     interference with such exchange not related to market conditions or
     suspensions or limitations triggered by price fluctuations on a
     trading day), (2) a declaration of a banking moratorium or any
     suspension of payments in respect of banks in the United States
     (whether or not mandatory), (3) any limitation (whether or not
     mandatory) by any United States governmental or regulatory authority
     on the extension of credit by banks or other financial institutions,
     or (4) in the case of any of the foregoing existing at the time of the
     execution of the Merger Agreement, a material acceleration or
     worsening thereof;
          (c)  except as disclosed in Schedule 5.10 of the Merger Agreement
     or in the Company SEC Reports filed prior to the date of the execution
     of the Merger Agreement, since such date, there shall have been any
     change, event or development having, or that could reasonably be
     expected to have, individually or in the aggregate, a Material Adverse
     Effect on the Company and the Subsidiaries taken as a whole;
          (d)  except as affected by actions specifically permitted by this
     Agreement, the representations and warranties of the Company contained
     in this Agreement (x) that are qualified by materiality or Material
     Adverse Effect shall not be true at and as of the scheduled expiration
     of the Offer as if made at and as of such time (except in respect of
     representations and warranties made as of a specified date which shall
     not be true as of such specified date), and (y) that are not qualified
     by materiality or Material Adverse Effect shall not be true in all
     material respects at and as of the scheduled expiration date of the
     Offer as if made at and as of such time (except in respect of
     representations and warranties made as of a specific date which shall
     not be true in all material respects as of such specified date);
          (e)  the Company shall not have performed and complied with, in
     all material respects, each agreement and covenant required by the
     Merger Agreement to be performed or complied with by it with such
     exceptions as would not in the aggregate have a Material Adverse
     Effect;
          (f)  the Merger Agreement shall have been terminated in
     accordance with its terms; or
          (g)  Parent, Merger Co. and the Company shall have agreed that
     Merger Co. shall amend the Offer to terminate the Offer or postpone
     the payment for shares of Company Common Stock thereunder;
which in the reasonable good faith judgment of Parent and Merger Co., in
any such case, and regardless of the circumstances makes it inadvisable to
proceed with the Offer or with such acceptance for payment or payment.
     The foregoing conditions are for the sole benefit of Parent and Merger
Co., may be asserted by Parent and Merger Co. regardless of the
circumstances giving rise to any such condition and, subject to the terms
and conditions of the Merger Agreement, may be waived by Parent and Merger
Co., in whole or in part at any time and from time to time in the sole
discretion of Parent and Merger Co.  The failure by Parent and Merger Co.
at any time to exercise any of the foregoing rights shall not be deemed a
waiver of any such right and each such right shall be deemed an ongoing
right which may be asserted at any time and from time to time.

                                     77

                                                                   ANNEX II
                     CONDITIONS TO THE EXCHANGE OFFER
          The capitalized terms used in this Annex II shall have the
meanings ascribed to them in the Agreement and Plan of Merger to which it
is attached, except that the term "Merger Agreement" shall be deemed to
refer to such Agreement and Plan of Merger.
          Notwithstanding any other provision of the Exchange Offer, Merger
Co. shall not be required to accept for payment or, subject to any
applicable rules and regulations of the SEC, including Rule 14e-1(c) under
the Exchange Act (relating to Merger Co.'s obligation to pay for or return
tendered shares of Company Common Stock promptly after termination or
withdrawal of the Exchange Offer), pay for, and may (subject to any such
rule or regulation) delay the acceptance for payment of any tendered shares
of Company Common Stock, and may (except as provided in the Merger
Agreement) amend or terminate the Exchange Offer as to any shares of
Company Common Stock not then paid for, if (i) at least five business days
have not elapsed since Merger Co. accepted for payment and paid for a
number of shares of Company Common Stock pursuant to the Offer
representing, together with shares of Company Common Stock previously owned
by Parent, at least 50.1% of the issued and outstanding shares of Company
Common Stock and delivered shares of Company Common Stock not accepted for
payment in the Offer to the Depositary under the Exchange Offer or (ii) at
any time on or after the date of the Merger Agreement and before the time
of payment for any such shares of Company Common Stock (whether or not any
shares of Company Common Stock have theretofore been accepted for payment
or paid for pursuant to the Exchange Offer), any of the following events
shall have occurred and remain in effect other than as a result of any
action or inaction of Parent or any Parent Subsidiary that constitutes a
breach of this Agreement:
          (a)  there shall have been any law or order promulgated, entered,
     enforced, enacted, issued or deemed applicable to the Exchange Offer
     by any court of competent jurisdiction or other competent governmental
     or regulatory authority which, directly or indirectly, (1) prohibits,
     or imposes any material limitations on, Parent's or Merger Co.'s
     ownership or operation (or that of any of their respective
     subsidiaries or affiliates) of any portion of their or the Company's
     businesses or assets which is material to the business of all such
     entities taken as a whole, or compels Parent or Merger Co. (or their
     respective subsidiaries or affiliates) to dispose of or hold separate
     any portion of their or the Company's business or assets which is
     material to the business of all such entities taken as a whole, (2)
     prohibits, restrains or makes illegal the acceptance for payment,
     payment for or purchase of shares of Company Common Stock pursuant to
     the Exchange Offer or the consummation of the Merger, (3) imposes
     material limitations on the ability of Merger Co. or Parent (or any of
     their respective subsidiaries or affiliates) effectively
     to acquire or to hold or to exercise full rights of ownership of the
     shares of Company Common Stock purchased pursuant to the Exchange
     Offer including, without limitation, the right to vote such shares of
     Company Common Stock on all matters properly presented to the
     Company's stockholders, (4) imposes material limitations on the
     ability of Merger Co. or Parent (or any of their respective
     subsidiaries or affiliates) effectively to control in any material
     respect any material portion of the business or assets of the Company
     and the Subsidiaries taken as a whole, or (5) otherwise materially
     adversely affects the Company and the Subsidiaries taken as a whole;
     PROVIDED, however, that actions or inactions agreed to be taken or not

                                     78


     taken by Parent and Merger Co. in the Merger Agreement (including,
     without limitation, the agreements in Section 9.02 of the Merger
     Agreement) shall not be deemed to be a satisfaction of the conditions
     set forth in this clause (a);
          (b)  the issuance of Parent Common Stock in the Exchange Offer
     and the Merger shall not have been approved by the stockholders of
     Parent, in accordance with Delaware Law;
          (c)  the shares of Parent Common Stock to be issued in the
     Exchange Offer and the Merger shall not have been approved for listing
     on the NYSE, subject to official notice of issuance;
          (d)  the Merger Agreement shall have been terminated in
     accordance with its terms;
          (e)  Parent, Merger Co. and the Company shall have agreed that
     Merger Co. shall amend the Exchange Offer to terminate the Exchange
     Offer or postpone the payment for shares of Company Common Stock
     thereunder; or
          (f)  the Exchange Form S-4 shall not have been declared effective
     by the SEC or the SEC has suspended effectiveness of, or issued a stop
     order with respect to, the Exchange Form S-4 which suspension or stop
     order has not been lifted;
which in the reasonable good faith judgment of Parent and Merger Co., in
any such case, and regardless of the circumstances makes it inadvisable to
proceed with the Exchange Offer or with such acceptance for payment or
payment.
     The foregoing conditions are for the sole benefit of Parent and Merger
Co., may be asserted by Parent and Merger Co. regardless of the
circumstances giving rise to any such condition and, subject to the terms
and conditions of the Merger Agreement, may be waived by Parent and Merger
Co., in whole or in part at any time and from time to time in the sole
discretion of Parent and Merger Co.  The failure by Parent and Merger Co.
at any time to exercise any of the foregoing rights shall not be deemed a
waiver of any such right and each such right shall be deemed an ongoing
right which may be asserted at any time and from time to time.



                                     79


                                                                  ANNEX III
               TERMINATED TENDER OFFER/CASH ELECTION MERGER
          In accordance with Section 3.06 of the Agreement, in the event of
a Terminated Tender Offer, the Agreement shall be amended as follows:

     Section 1.  The table of definitions is amended to insert the
following defined terms in correct alphabetical order:

TERM                                            SECTION
Allocation Date                                 3.03(b)
Cash Consideration                              3.02(c)
Cash Election                                   3.03(a)
Cash Election Shares                            3.02(c)
Cash Fraction                                   3.02(d)
Dissenting Shares                               3.02(e)
Election Deadline                               3.03(a)
Election Form                                   3.03(a)
Exchange Agent                                  3.03(a)
No-Election Shares                              3.03(a)
Stock Consideration                             3.02(c)
Stock Election                                  3.03(a)
Stock Fraction                                  3.02(d)

     Section 2.  Clause (c) of Section 3.02 of the Agreement shall be
amended and restated in its entirety as follows:

          (c)  holders of Company Common Stock (other than Parent, Merger
     Co. and holders who properly perfect appraisal rights under Section
     262 of the Delaware Law) outstanding immediately prior to the
     Effective Time shall have the right to elect to receive from Parent
     for each share of Company Common Stock either (i) $30.00 in cash (the
     "Cash Consideration") (such shares for which such election is made to
     be referred to as the "Cash Election Shares"), (ii) a number of shares
     (such shares for which such election is made to be referred to as the
     "Stock Election Shares") of Parent Common Stock (the "Stock
     Consideration") equal to the Exchange Ratio (as defined below) or
     (iii) a combination of both.  For purposes of this Section 3.02(c),
     "Exchange Ratio" shall mean a number equal to:
          (i)  If the Average Parent Common Stock Price is equal to or
               greater than $15.40, the Exchange Ratio shall be 1.948
               shares of Parent Common Stock;
          (ii) If the Average Parent Common Stock Price is less than $15.40
               and greater than $12.60, the Exchange Ratio shall be
               determined by dividing $30.00 by the Average Parent Common
               Stock Price; and
          (iii)     If the Average Parent Common Stock Price is equal to or
               less than $12.60 the Exchange Ratio shall be 2.381 shares of
               Parent Common Stock.
     For purposes of this Section 3.02, "Average Parent Common Stock Price"
     means the average of the closing price per share of Parent Common
     Stock on the New York Stock Exchange, Inc. (the "NYSE") at the end of
     the regular session as reported on the Consolidated Tape, Network A
     for the fifteen consecutive trading days ending on the fifth trading
     day immediately preceding the Effective Time.  For purposes of this
     Agreement, Cash Consideration, Stock Consideration and any combination
     of the both shall be collectively referred to herein as "Merger
     Consideration".
                                     80

     Section 3.  New clauses (d) and (e) shall be inserted in Section 3.02
of the Agreement which states as follows:

          (d) (i) In the event that holders of shares of Company Common
     Stock who hold, in the aggregate, a number of shares of Company Common
     Stock which represents, together with shares of Company Common Stock
     owned by Parent and Dissenting Shares, if any, more than 50.1% of the
     issued and outstanding shares of Company Common Stock, have made a
     Cash Election (as defined in Section 3.03(a)), then (A) each Cash
     Election Share shall be converted into the right to receive (1) an
     amount equal to the Cash Consideration multiplied by a fraction the
     numerator of which shall be 50.1% and the denominator of which shall
     be the sum of (x) the percentage of outstanding shares of Company
     Common Stock owned by Parent, (y) the percentage of outstanding shares
     of Company Common Stock which are Dissenting Shares and (z) the
     percentage of outstanding shares of Company Common Stock making a Cash
     Election (such fraction, the "Cash Fraction") and (2) a number of
     shares of Parent Common Stock equal to the Stock Consideration
     multiplied by a fraction equal to 1 minus the Cash Fraction and (B)
     all No Election Shares and Stock Election Shares shall be converted
     into the right to receive the Stock Consideration.  (ii) In the event
     that holders of shares of Company Common Stock who hold more than
     49.9% of the issued and outstanding shares of Company Common Stock
     have made a Stock Election (as defined in Section 3.03(a)), then (A)
     each Stock Election Share shall be converted into the right to receive
     (1) a number of shares of Parent Common Stock equal to the Stock
     Consideration multiplied by a fraction the numerator of which shall be
     49.9% and the denominator of which shall be the percentage of
     outstanding shares of Company Common Stock making a Stock Election
     (such fraction, the "Stock Fraction") and (2) an amount in cash equal
     to the Cash Consideration multiplied by a fraction equal to 1 minus
     the Stock Fraction and (B) all No Election Shares and Cash Election
     Shares shall be converted into the right to receive the Cash
     Consideration.   (iii)  In the event neither of the foregoing clauses
     (i) or (ii) is applicable, each holder of shares of Company Common
     Stock that elects to receive Parent Common Stock will receive the
     Stock Consideration in the Merger and each holder of shares of Company
     Common Stock that elects to receive cash will receive the Cash
     Consideration in the Merger and each No Election Share, if any, shall
     be converted into the right to receive in the Merger (1) a number of
     shares of Parent Common Stock equal to the Stock Consideration
     multiplied by a fraction the numerator of which shall equal the
     difference between (x) 49.9% and the Stock Fraction and the
     denominator of which shall equal the percentage of outstanding shares
     of Company Common Stock which are No Election Shares and (2) an amount
     in cash equal to the Cash Consideration multiplied by a fraction the
     numerator of which shall equal the difference between (x) 50.1% and
     (y) the Cash Fraction and the denominator of which shall equal the
     percentage of outstanding shares of Company Common Stock which are No
     Election Shares.


                                     81

          (e)  Notwithstanding Section 3.02, shares of Company Common Stock
     which are issued and outstanding immediately prior to the Effective
     Time and which are held by a holder who has not voted such shares of
     Company Common Stock in favor of the Merger, who shall have delivered
     a written demand for appraisal of such Shares in the manner provided
     by the Delaware Law and who, as of the Effective Time, shall not have
     effectively withdrawn or lost such right to appraisal (the "Dissenting
     Shares") shall not be converted into a right to receive the Merger
     Consideration.  The holders thereof shall be entitled only to such
     rights as are granted by Section 262 of the Delaware Law.  Each holder
     of Dissenting Shares who becomes entitled to payment for such shares
     of Company Common Stock pursuant to Section 262 of the Delaware Law
     shall receive payment therefor from the Surviving Corporation in
     accordance with the Delaware Law; PROVIDED, HOWEVER, that (i) if any
     such holder of Dissenting Shares shall have failed to establish his
     entitlement to appraisal rights as provided in Section 262 of the
     Delaware Law, (ii) if any such holder of Dissenting Shares shall have
     effectively withdrawn his demand for appraisal of such shares of
     Company Common Stock or lost his right to appraisal and payment for
     his shares of Company Common Stock under Section 262 of the Delaware
     Law or (iii) if neither any holder of Dissenting Shares nor the
     Surviving Corporation shall have filed a petition demanding a
     determination of the value of all Dissenting Shares within the time
     provided in Section 262 of the Delaware Law, such holder shall forfeit
     the right to appraisal of such shares of Company Common Stock and each
     such share shall be treated as if it had been converted, as of the
     Effective Time, into a right to receive the Merger Consideration,
     without interest thereon, from the Surviving Corporation as provided
     in Section 3.02 hereof.  The Company shall give Parent prompt notice
     of any demands received by the Company for appraisal of shares of
     Company Common Stock, and Parent shall have the right to participate
     in all negotiations and proceedings with respect to such demands.  The
     Company shall not, except with the prior written consent of Parent,
     make any payment with respect to, or settle or offer to settle, any
     such demands.
     Section 4.  Section 3.03 of the Agreement shall be amended as follows:
(i) clause (a) shall be amended and restated in its entirety as stated
below; (ii) new clauses (b) and (c) shall be inserted as stated below; and
(iii) current clauses (b), (c), (d) and (e) shall be renamed (d), (e), (f)
and (g), respectively.

          (a)  Prior to the Effective Time, Parent shall appoint an agent
     reasonably acceptable to the Company (the "Exchange Agent") for the
     Purpose of exchanging certificates representing shares of Company
     Common Stock for the Merger Consideration.  Parent shall cause Merger
     Co. to make available to the Exchange Agent, as soon as reasonably
     practicable as of or after the Effective Time, the Merger Consideration
     to be delivered in respect of the shares of Company Common Stock.  At
     the time of the mailing of the Proxy Statement/Prospectus
     provided for in Section 9.01, Parent will cause the Exchange
     Agent to send to each holder of shares of Company Common
     Stock on the record date for the meeting of stockholders of the
     Company a letter of transmittal and cash election form (collectively,
     the "Election Form") and other appropriate materials providing for
     such holder, subject to the provisions of Section 3.02(d), (i) to
     elect to receive the Stock Consideration with respect to all or any
     portion of such holder's shares of Company Common Stock ("Stock

                                     82

     Election") or (ii) to elect to receive the Cash Consideration with
     respect to all or any portion of such holder's shares of Company
     Common Stock ("Cash Election").  As of the Election Deadline (as
     hereinafter defined), any shares of Company Common Stock(other than
     Dissenting Shares and shares owned by Parent) with respect to which
     there shall not have been made any election by submission to the
     Exchange Agent of an effective, properly completed Election Form shall
     be deemed to be "No-Election Shares".
          (i)  Any election to receive the Cash Consideration or the Stock
     Consideration shall have been validly made only if the Exchange Agent
     shall have received by 5:00 p.m., New York City time, on the business
     day preceding the meeting of stockholders of the Company provided for
     in Section 7.02 (the "Election Deadline"), an Election Form properly
     completed.  An election by a holder of shares of Company Common Stock
     shall be validly made only if the Exchange Agent shall have received
     an Election Form properly completed and executed (with the signature
     or signatures thereon guaranteed if required by the Election Form) by
     such holder of shares of Company Common Stock.  Parent shall have the
     right to make reasonable determinations and to establish reasonable
     procedures (not inconsistent with the terms of this Agreement) in
     guiding the Exchange Agent in its determination as to the validity of
     Election Forms and of any revision, revocation or withdrawal thereof.
          (ii)  Two or more holders of shares of Company Common Stock who
     are determined to constructively own such shares owned by each other
     by virtue of Section 318(a) of the Code and who so certify to Parent's
     satisfaction, and any single holder of shares of Company Common Stock
     who holds such shares in two or more different names and who so
     certifies to Parent's satisfaction, may submit a joint Election Form
     covering the aggregate shares of Company Common Stock owned by all
     such holders or by such single holder, as the case may be.  For all
     purposes of this Agreement, each such group of holders which, and each
     such single holder who, submits a joint Election Form shall be treated
     as a single holder of shares of Company Common Stock.
          (iii)  Record holders of shares of Company Common Stock who are
     nominees only may submit a separate Election Form for each beneficial
     owner for whom such record holder is a nominee; provided, however,
     that at the request of Parent, such record holder shall certify to the
     satisfaction of Parent that such record holder holds such shares as
     nominee for the beneficial owner thereof.  For purposes of this
     Agreement, each beneficial owner for which an Election Form is
     submitted will be treated as a separate holder of shares of Company
     Common Stock subject, however, to the immediately preceding paragraph
     (ii) dealing with joint Election Forms.
          (iv)  Any holder of shares of Company Common Stock who has made
     an election by submitting an Election Form to the Exchange Agent may
     at any time prior to the Election Deadline change such holder's
     election by submitting a revised Election Form, properly completed and
     signed, that is received by the Exchange Agent prior to the Election
     Deadline.  Any holder of shares of Company Common Stock may at any
     time prior to the Election Deadline revoke such holder's election by
     written notice to the Exchange Agent received at any time prior to the
     Election Deadline.
          (b)  As soon as practicable after the Election Deadline (the
     "Allocation Date"), the Exchange Agent shall effectuate the allocation
     among holders of shares of Company Common Stock of rights to receive
     the Stock Consideration or the Cash Consideration in the Merger in
     accordance with the terms of this Section 3.03(b).  As is more fully

                                     83

     set forth above, the number of shares of Company Common Stock to be
     converted in the Merger into the right to receive cash may not exceed
     a number of shares of Company Common Stock which, together with shares
     of Company Common Stock owned by Parent and Dissenting Shares, exceeds
     50.1% of the outstanding shares of Company Common Stock.  The number
     of shares of Company Common Stock to be converted in the Merger into
     the Stock Consideration shall not exceed 49.9% of the total number of
     outstanding shares of Company Common Stock.  The Exchange Agent shall
     determine the percentages of the Cash Election Shares, the Stock
     Election Shares and the No Election Shares.
          (c)  No certificates or scrip for fractional shares of Parent
     Common Stock will be issued, no Parent stock split or dividend shall
     relate to any fractional share interest, and no such fractional share
     interest shall entitle the owner thereof to vote or to any rights of
     or as a stockholder of Parent.  In lieu of such fractional shares, any
     holder of Company Common Stock who would otherwise be entitled to a
     fraction of a share of Parent Common Stock (or any other person who is
     the record holder of certificates for shares of Parent Common Stock
     into which such shares of Company Common Stock have been converted)
     will, upon surrender of his certificate or certificates, be paid the
     cash value of such fraction (without interest and rounded to the
     nearest cent), which shall be equal to the fraction multiplied by the
     Average Parent Common Stock Price, which shall be deemed to represent
     the market value of a full share of Parent Common Stock.

     Section 5.  Clause (a) of Section 3.04 of the Agreement shall be
     amended and restated in its entirety as follows:
          (a)  At or immediately prior to the Effective Time, each employee
     stock option or director stock option to purchase shares of Company
     Common Stock outstanding under any Company stock option plans, whether
     or not vested or exercisable (each, a "Company Option") shall, by
     virtue of the Merger and without any further action on the part of any
     holder thereof, be assumed by Parent and deemed to constitute an option
     (each, a "Parent Option") to acquire, on the same terms and conditions
     as were applicable under such Company Option (subject to Section
     3.04(b)), the same number of shares of Parent Common Stock as the
     holder of such Company Option would have been entitled to receive
     pursuant to Section 3.02(c) of this Agreement had such holder exercised
     such Company Option in full immediately prior to the
     Effective Time (rounded to the nearest whole number) and received only
     Stock Consideration in the Merger, at a price per share (rounded down
     to the nearest whole cent) equal to (x) the aggregate exercise price
     for the share of Company Common Stock otherwise purchasable pursuant
     to such Company Option divided by (y) the number of whole shares of
     Parent Common Stock purchasable pursuant to the Parent Option in
     accordance with the foregoing.  The other terms of each such Company
     Option, and the plans under which they were issued, shall continue to
     apply in accordance with their terms.

     Section 6.  The introduction of Section 7.01 of the Agreement shall be
     amended and restated in its entirety as follows (with clauses (a)
     through(i) remaining unchanged):
          From the date hereof until the Effective Time, except as
     contemplated in this Agreement, the Company and the Subsidiaries shall
     conduct their business in the ordinary course consistent with past
     practice and shall use their reasonable best efforts to preserve
     intact their business organizations and relationships with third

                                     84

     parties and to keep available the services of their present officers
     and employees.  Without limiting the generality of the foregoing,
     except as set forth in Schedule 7.01, from the date hereof until the
     Effective Time and unless consented to in writing by Parent, the
     Company will not and will cause its Subsidiaries not to:
     Section 7.  Section 7.02 of the Agreement shall be amended and
     restated in its entirety as follows:

          Section 7.02.  Stockholder Meeting
          The Company shall cause a meeting of its stockholders (the
     "Company Stockholder Meeting") to be duly called and held, as soon as
     reasonably practicable following the date hereof, for the purpose of
     voting on the approval and adoption of this Agreement and the Merger.
     Subject to Section 7.04, the Board of Directors of the Company shall
     recommend approval and adoption of this Agreement and the Merger by
     the Company's stockholders and shall not withdraw such recommendation.
     Section 8.  In the first proviso of Section 7.04 of the Agreement, the
     words "PROVIDED, however, that, prior to the acceptance for payment of
     shares of Company Common Stock pursuant to the Offer representing
     together with shares of Company Common Stock already owned by Parent
     at least 50.1% of the shares of Company Common Stock outstanding"
     shall be deleted and replaced with "PROVIDED, however, that, prior to
     the Effective Time", and the remainder of such section shall be
     unchanged.

     Section 9.  Section 10.01(b) of the Agreement shall be amended and
restated in its entirety as follows:
     (b)  any applicable waiting period under the HSR Act relating to
     the Merger shall have expired or been terminated;

     Section 10.  Section 10.02 of the Agreement shall be amended and
restated in its entirety as follows:

     Section 10.02.  Conditions to the Obligation of the Company
          The obligation of the Company to consummate the Merger is
     subject to the satisfaction of the following further condition:
    (a)  except as affected by actions specifically permitted by this
     Agreement, the representations and warranties of Parent contained in
     this Agreement (x) that are qualified by materiality or Parent
     Material Adverse Effect shall be true at and as of the Effective Time
     as if made at and as of such time (except in respect of
     representations made as of a specified date which shall be required to
     be true as of such specified date), and (y) that are not qualified by
     materiality or Parent Material Adverse Effect shall be true in all
     material respects at and as of the Effective Time as if made at and as
     of such time (except in respect of representations and warranties made
     as of a specific date which shall be true in all material respects as
     of such specified date); and
     (b)  Parent shall have performed and complied with each agreement
     and covenant required by this Agreement to be performed or complied
     with by it with such exceptions as would not in the aggregate have a
     Parent Material Adverse Effect.

     Section 14.  Inserted in the Agreement is a new Section 10.03 which
states as follows:
          Section 10.03.  Conditions to the Obligations of Parent and
     Merger Co.

                                     85

         The obligations of Parent and Merger Co. to consummate the
     Merger are subject to the satisfaction of the following conditions:
          (a)  there shall not have been any law or order promulgated,
     entered, enforced, enacted, issued or deemed applicable to the Merger
     by any court of competent jurisdiction or other competent governmental
     or regulatory authority which, directly or indirectly, (1) prohibits,
     or imposes any material limitations on, Parent's or Merger Co.'s
     ownership or operation (or that of any of their respective
     subsidiaries or affiliates) of any portion of their or the Company's
     businesses or assets which is material to the business of all such
     entities taken as a whole, or compels Parent or Merger Co. (or their
     respective subsidiaries or affiliates) to dispose of or hold separate
     any portion of their or the Company's business or assets which is
     material to the business of all such entities taken as a whole, (2)
     imposes material limitations on the ability of Merger Co. or Parent
     (or any of their respective subsidiaries or affiliates) effectively to
     control in any material respect any material portion of the business
     or assets of the Company and the Subsidiaries taken as a whole, or (3)
     otherwise materially adversely affects the Company and the
     Subsidiaries taken as a whole; PROVIDED, however, that actions or
     inactions agreed to be taken or not taken by Parent and Merger Co. in
     this Agreement (including, without limitation, the agreements in
     Section 9.02 of this Agreement) shall not be deemed to be a
     satisfaction of the conditions set forth in this clause (a);
          (b)  there shall not be in place (1) any general suspension of
     trading in, or limitation on prices for, securities on the New York
     Stock Exchange for a period in excess of 24 hours (excluding
     suspensions of limitations resulting solely from physical damage or
     interference with such exchange not related to market conditions or
     suspensions or limitations triggered by price fluctuations on a
     trading day), (2) a declaration of a banking moratorium or any
     suspension of payments in respect of banks in the United States
     (whether or not mandatory), (3) any limitation (whether or not
     mandatory) by any United States governmental or regulatory authority
     on the extension of credit by banks or other financial institutions,
     or (4) in the case of any of the foregoing existing at the time of the
     execution of this Agreement, a material acceleration or worsening
     thereof;
          (c)  except as affected by actions specifically permitted by this
     Agreement, the representations and warranties of the Company contained
     in this Agreement (x) that are qualified by materiality or Material
     Adverse Effect shall be true at and as of the Effective Time as if
     made at and as of such time (except in respect of representations made
     as of a specified date which shall be required to be true as of such
     specified date), and (y) that are not qualified by materiality or
     Material Adverse Effect shall be true in all material respects at and
     as of the Effective Time as if made at and as of such time (except in
     respect of representations and warranties made as of a specific date
     which shall be true in all material respects as of such specified
     date); and
          (d)  the Company shall have performed and complied with each
     agreement and covenant required by this Agreement to be performed or
     complied with by it with such exceptions as would not in the aggregate
     have a Material Adverse Effect.




                                     86

                                                                  EXHIBIT A

                      [Form of Affiliate's Agreement]

                              [Date]

Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, Arkansas 72762

Ladies and Gentlemen:

          I have been advised that as of the date hereof I may be deemed to
be an "affiliate" of IBP, inc., a Delaware corporation (the "Company"), as
that term is defined for purposes of paragraphs (c) and (d) of Rule 145 of
the rules and regulations (the "Rules and Regulations") of the Securities
and Exchange Commission (the "Commission") under the Securities Act of
1933, as amended (the "Act").  Neither my entering into this agreement, nor
anything contained herein, shall be deemed an admission on my part that I
am such an "affiliate".
          Pursuant to the terms of the Agreement and Plan of Merger dated
as of January __, 2001 (the "Merger Agreement"), among , Tyson Foods, Inc.
a Delaware corporation ("Parent"), Lasso Acquisition Corporation, a
Delaware corporation ("Merger Co."), and the Company providing for the
merger of the Company with and into Merger Co. (the "Merger"), and as a
result of the Merger, I may receive shares of Parent's Class A Common
Stock, par value $0.10 per share (the "Parent Securities"), in exchange for
the shares of common stock, par value $0.05 per share, of the Company owned
by me at the Effective Time (as defined in the Merger Agreement) of the
Merger.
          I represent and warrant to Parent that in such event:
          A.   I shall not make any sale, transfer or other disposition of
the Parent Securities in violation of the Act or the Rules and Regulations.
          B.   I have carefully read this letter and the Merger Agreement
and discussed its requirements and other applicable limitations upon my
ability to sell, transfer or otherwise dispose of Parent Securities, to the
extent I felt necessary, with my counsel or counsel for the Company.
          C.   I have been advised that the issuance of Parent Securities
to me pursuant to the Merger has been registered with the Commission under
the Act on a Registration Statement on Form S-4.  However, I have also been
advised that, since at the time the Merger was submitted for a vote of the
stockholders of the Company I may have been deemed to have been an
affiliate of the Company and a distribution by me of Parent Securities has
not been registered under the Act, the Parent Securities must be held by me
indefinitely unless (i) a distribution of Parent Securities by me has been
registered under the Act, (ii) a sale of Parent Securities by me is made in
conformity with the volume and other limitations of Rule 145 promulgated by
the Commission under the Act or (iii) in the opinion of counsel reasonably
acceptable to Parent, some other exemption from registration is available
with respect to a proposed sale, transfer or other disposition of the
Parent Securities by me.
          D.   I understand that Parent is under no obligation to register
the sale, transfer or other disposition of Parent Securities by me or on my
behalf or to take any other action necessary in order to make compliance
with an exemption from registration available.



                                     87

          E.   I also understand that stop transfer instructions will be
given to Parent's transfer agents with respect to the Parent Securities and
that there will be placed on the certificates for the Parent Securities, or
any substitutions therefor, a legend stating in substance.
          "The shares represented by this certificate were issued in a
     transaction to which Rule 145 promulgated under the Securities Act of
     1933, as amended, applies."
          F.   I also understand that unless the transfer by me of my
Parent Securities has been registered under the Act or is a sale made in
conformity with the provisions of Rule 145, Parent reserves the right to
put the following legend on the certificates issued to my transferee:
          "The shares represented by this certificate have not been
     registered under the Securities Act of 1933, as amended, and were
     acquired from a person who received such shares in a transaction to
     which Rule 145 promulgated under such Act applies.  The shares have
     been acquired by the holder not with a view to, or for resale in
     connection with, any distribution thereof within the meaning of such
     Act and may not be sold, pledged or otherwise transferred except in
     accordance with an exemption from the registration requirements of
     such Act."


                                     88


          It is understood and agreed that the legends set forth in
paragraph E and F above shall be removed by delivery of substitute
certificates without such legend if the undersigned shall have delivered to
Parent a copy of a letter from the staff of the Commission, or an opinion
of counsel reasonably acceptable to Parent to the effect that such legend
is not required for purposes of the Act.
                              Very truly yours,



                              _______________________________
                              Name:

Accepted this ____ day of
__________, ____, by:

TYSON FOODS, INC.



By____________________________
  Name:
  Title:




                                      89

                                                                  EXHIBIT B

                             VOTING AGREEMENT

     In consideration of Tyson Foods, Inc., a Delaware corporation
("Parent"), and Lasso Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of Parent ("Merger Co."), entering into on the date
hereof an Agreement and Plan of Merger (the "Merger Agreement") dated as of
the date hereof with IBP, inc., a Delaware corporation (the "Company"), the
undersigned holder (the "Stockholder") of shares of Schedule A Securities
(as defined below) agrees with the Company as follows:

     1.   During the period (the "Agreement Period") beginning on the date
hereof and ending on the earlier of (i) the date of any substantive
amendment to the Merger Agreement which has not been approved in writing by
the Stockholder and (ii) the date of termination of the Merger Agreement,
the Stockholder hereby agrees to vote all shares of Parent's Class B Common
Stock owned by the Stockholder to approve the issuance of Parent's Class A
Common Stock with respect to the Exchange Offer and the Merger at the
Parent Stockholder Meeting (each as defined in the Merger Agreement), and
at any adjournment thereof or pursuant to action by written consent, at or
by which such action is submitted for the consideration and vote of the
stockholders of Parent.

     2.   The Stockholder hereby represents and warrants to the Company
that as of the date hereof:

          (a) The Stockholder (i) owns beneficially all of the shares of
     Parent's Class B Common Stock set forth opposite its name in Schedule
     A hereto (the "Schedule A Securities"), and no other shares of
     Parent's Class B Common Stock, (ii) has the full and unrestricted
     legal power, authority and right to enter into, execute and deliver
     this Voting Agreement without the consent or approval of any other
     person and (iii) has not entered into any voting agreement with or
     granted any person any proxy (revocable or irrevocable) with respect
     to such shares (other than this Voting Agreement).

          (b) This Voting Agreement is the valid and binding agreement of
     the Stockholder.

          (c) No investment banker, broker or finder is entitled to a
     commission or fee from the Stockholder or Parent in respect of this
     Agreement based upon any arrangement or agreement made by or on behalf
     of the Stockholder.

     3.   If any provision of this Voting Agreement shall be invalid or
unenforceable under applicable law, such provision shall be ineffective to
the extent of such invalidity or unenforceability only, without in any way
affecting the remaining provisions of this Voting Agreement.

     4.   This Voting Agreement may be executed in two or more counterparts
each of which shall be an original with the same effect as if the
signatures hereto and thereto were upon the same instrument.


                                     90


     5.   The parties hereto agree that if for any reason any party hereto
shall have failed to perform its obligations under this Voting Agreement,
then the party seeking to enforce this Agreement against such non-
performing party shall be entitled to specific performance and injunctive
and other equitable relief, and the parties hereto further agree to waive
any requirement for the securing or posting of any bond in connection with
the obtaining of any such-injunctive or other equitable relief. This
provision is without prejudice to any other rights or remedies, whether at
law or in equity, that any party hereto may have against any other party
hereto for any failure to perform its obligations under this Voting
Agreement.

     6.   This Voting Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

     7.   The Stockholder will, upon request, execute and deliver any
additional documents deemed by Parent to be necessary or desirable to
complete and effectuate the covenants contained herein.

     8.   This Agreement shall terminate upon the termination of the
Agreement Period.

     9.   The Stockholder hereby agrees that if it sells, transfers,
assigns, encumbers or otherwise disposes (each, a "Transfer") of any
Schedule A Securities (whether to an affiliate or otherwise) during the
Agreement Period, such Stockholder shall require the transferee of such
Schedule A Securities to execute and deliver to the Company a voting
agreement identical in form to this Voting Agreement except for the
identity of the Stockholder prior to or concurrent with the consummation of
such Transfer.  The Company understands and acknowledges that, subject to
the preceding sentence, the Stockholder is free to Transfer any Schedule A
Securities at such times and in such manner as it deems appropriate.

     10.  Nothing in this Agreement, express or implied, shall confer on
any person other than the parties hereto, and their respective successors
and assigns, any rights, remedies, obligations, or liabilities under or by
reason of this Agreement.

     11.  All notices, requests and other communications to any party
hereunder shall be in writing (including telecopy or similar writing) and
shall be given,

     If to the Company, to:

     Robert L. Peterson, Chairman of the Board
     and Chief Executive Officer, and
     JoAnn R. Smith, Chairperson of the Special Committee,
     c/o IBP, inc.
     800 Stevens Port Drive
     Dakota Dunes, South Dakota  57049
     Telecopy: (605) 235-2427



                                     91



     with a copy to:

     Sheila B. Hagen, Esq.
     c/o IBP, inc.
     800 Stevens Port Drive
     Dakota Dunes, South Dakota  57049
     Telecopy: (605) 235-2427

     and with an additional copy to:

     Richard D. Katcher, Esq.
     Wachtell, Lipton, Rosen & Katz
     51 West 52nd Street
     New York, New York  10019
     Telecopy: (212) 403-2222

     If to the Stockholder:

     Don Tyson
     Tyson Limited Partnership
     2210 West Oaklawn Drive
     Springdale, AR 72762-6999
     (501) 290-4028

     with a copy to:

     Les Baledge, Esq.
     Tyson Foods, Inc.
     2210 West Oaklawn Drive
     Springdale, AR 72762-6999
     (501) 290-4028


or such other address or telecopy or telephone number as such party may
hereafter specify for the purpose by notice to the other parties hereto.
Each such notice, request or other communication shall be effective (a) if
given by telecopy, when such telecopy is transmitted to the telecopy number
specified in this Section and the appropriate telecopy confirmation is
received or (b) if given by any other means, when delivered at the address
specified in this Section.




                                     92


IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement
as of the [______] day of January, 2001.


                                   IBP, inc.

                                   By:___________________________
                                   Name:
                                   Title:


                                   TYSON LIMITED PARTNERSHIP
                                   By: /s/ Don Tyson
                                   ---------------------------
                                   Name: Don Tyson
                                   Title: Managing General Partner


                                     93

                                SCHEDULE A




                                        SHARES OF TYSON
STOCKHOLDER                             CLASS B COMMON STOCK

Tyson Limited Partnership               102,598,560




                                     94