EMPLOYMENT AGREEMENT


      This  Agreement,  effective the 26  day  of  December,
2000(the  "Effective  Date"), by and between  IBP,  inc.,  a
Delaware   corporation   (hereinafter   referred    to    as
"Employer"), and Craig J. Hart (hereinafter referred  to  as
"Employee").

                         WITNESSETH:
     WHEREAS,  Employer  is engaged in  a  very  competitive
business,  where the development and retention of  extensive
trade  secrets  and proprietary information is  critical  to
future business success; and
     WHEREAS,  Employee,  by virtue of its  employment  with
Employer, is involved in the development of, and has  access
to, this critical business information which information, if
it  were  to get into the hands of competitors of  Employer,
could do substantial business harm to Employer; and
     WHEREAS,  Employer has advised Employee that  agreement
to  the  terms of this Agreement, and specifically the  non-
compete and non-solicitation paragraphs, is an integral part
of  this Agreement, and Employee acknowledges the importance
of  the  non-compete  and non-solicitation  paragraphs,  and
having  reviewed  the agreement as a whole,  is  willing  to
commit to the restrictions as set forth herein;
     NOW, THEREFORE, Employer and Employee, in consideration
of  the above and the terms and conditions contained herein,
hereby   mutually  agree  upon  the  following   terms   and
conditions.

     1.   Duties.  Employee shall perform the duties of Vice
President & Controller or shall serve in such other capacity
and  with  such other duties for Employer as Employer  shall
hereafter  time to time prescribe.  Employee  shall  perform
all  such  duties with diligence and thoroughness.  Employee
shall  be  subject  to and comply with all rules,  policies,
procedures,  supervision and direction of  Employer  in  all
matters related to the performance of Employee's duties.
      2.   Term of Employment.  The term of employment shall
be  for  a  period  of  five (5) years,  commencing  on  the
Effective  Date  of  this  Agreement  (the  "Term"),  unless
terminated  prior thereto in accordance with the  provisions
of  this  Agreement.   The  obligations  of  Employee  under
Paragraphs  8  b),  c), d), e), f), g),  h),  and  i)  shall
continue to apply after the expiration of the Term  for  the
time periods specified in these sections.
      3.    Compensation.  For the services to be  performed
hereunder, Employee shall be compensated by Employer at  the
rate of not less than    One Hundred Eighty Thousand Dollars
($180,000)  per  year payable monthly, and in  addition  may
receive  awards under Employer's Cash Bonus Plan subject  to
the  discretion of the senior management of Employer.   Such
compensation  will be subject to review from  time  to  time
when salaries of other officers and managers of Employer are
reviewed for consideration of increases therein.
     4.   Participation in Benefit Programs.  Employee shall
be entitled to participate in any benefit programs generally
applicable to officers of Employer adopted by Employer  from
time to time.
      5.   Limitation on Outside Activities.  Employee shall
devote  full  employment energies, interest,  abilities  and
time (except for personal investments) to the performance of
obligations  hereunder and shall not,  without  the  written
consent  of  the  Chief Executive Officer  of  the  Company,
render  to others any service of any kind or engage  in  any
activity  which conflicts or interferes with the performance
of duties hereunder.
     6.   Ownership of Employee's Inventions.     All ideas,
inventions, and other developments or improvements conceived
by  Employee, alone or with others, during the term  of  his
employment,  whether or not during working hours,  that  are
within  the scope of Employer's business operations or  that
relate  to any of the Employer's work or projects,  are  the
exclusive property of Employer.
Employee  agrees  to  assist Employer, at  its  expense,  to
obtain patents on any such patentable ideas, inventions, and
other  developments,  and agrees to  execute  all  documents
necessary  to  obtain  such  patents  in  the  name  of  the
Employer.
     7.   Termination.
          (a)  Voluntary Termination. Employee may terminate
this Agreement at any time by not less than one year's prior
written notice to Employer. Employee shall  not  be entitled
to any  compensation  from Employer  for  any period beyond
Employee's actual  date  of termination.

          (b)  Employer Right to Voluntary Termination. Employer
shall be entitled, at its election and with or without cause,
to terminate Employee's employment upon written notice to
Employee.  Employer  shall continue to pay Employee at the rate
and in the manner provided in Paragraph 3 above for a period
after such notice of termination equivalent to three (3) months.

During  the  time Employee is being compensated in  lieu  of
continued employment, the Employer shall have the right,  at
its  election, to a) relieve the Employee's duties effective
the  date  of  notice of termination, or b) to  require  the
Employee to perform services from time to time on behalf  of
the Employer during such three (3) months.
          (c)  Incapacity. If Employee is materially incapacitated
from fully performing his duties Pursuant to this Agreement by
reason of illness  or  other incapacity  or  by  reason of any
statute,  law,  ordinance, regulation,   order,  judgement  or
decree,  Employer   may terminate  this  Agreement  by 30 days
written  notice  to Employee,  but only in the event that such
incapacity  shall aggregate  not  less than ninety (90) days
during  any  one year.


        8.    Confidential   Information,   Trade   Secrets,
Limitations on Solicitation and Non-Compete Clause.
           (a)  Employee shall receive, in addition  to  all
regular compensation for services as described in Section  3
of the Employment Agreement, as additional consideration for
signing this Employment Agreement and for agreeing to  abide
and  be  bound by the terms, provisions and restrictions  of
this Section 8, the following:
                (i)   an  award of such number of shares  of
Common  Stock of Employer under the terms and conditions  of
the  Employer's IBP Officer Long-Term Stock Plan and/or 1996
Officer  Long-Term  Stock  Plan as  shall  be  equal  to  an
aggregate value of Two Hundred Thousand Dollars ($200,000)
                (ii)   a  grant  of options to  purchase  an
aggregate  of  One  Thousand Six Hundred (1,600)  shares  of
Common  Stock of Employer under the terms and conditions  of
the  Employer's IBP Stock Option Plan and each year  on  the
annual  grant date for stock options an annual option  grant
of  options  to  purchase  shares of  Common  Stock  of  the
Employer  under  the terms and conditions of the  Employer's
Stock  Option  Plan which is equal to three times  (3x)  the
annual option level of the Employee's officer-position  band
option  level, provided that the Employee has  been  on  the
payroll,  whether as an officer or otherwise, at  least  six
months prior to the annual grant date; and
                (iii)  the  right  to receive  bonus  option
grants,  pursuant to the terms and conditions made available
by the Plans Administration Committee of Employer's Board of
Directors, from the employer's stock option plans, upon  the
Employee's exercise of options granted to the Employee.

      (b)   Employee  recognizes that, as a  result  of  his
employment  hereunder  (and his  employment,  if  any,  with
Employer  for periods prior to the Effective Date),  he  has
had  and  will  continue  to  have  access  to  confidential
information,   trade   secrets,   proprietary   information,
intellectual  property,  and  other  documents,  data,   and
information   concerning   methods,   processes,   controls,
techniques,  formula, production, distribution,  purchasing,
financial  analysis,  returns and reports  (in  addition  if
Employee is involved with marketing, sales or procurement he
has  had  and  will  continue to have  access  to  lists  of
customers, suppliers, livestock vendors, and accounts, other
sensitive  information  and  data  regarding  the  Employers
customers, suppliers, vendors, services, sales, pricing, and
costs  which  are  highly confidential and constitute  trade
secrets or confidential business information) which  is  the
property  of and integral to the operations and  success  of
Employer, and therefore agrees to be bound by the provisions
of this Section 8, which Employee agrees and acknowledges to
be  reasonable and to be necessary to protect legitimate and
important business interests and concerns of Employer.
           (c)  Employee agrees that he will not divulge  to
any  person, nor use to the detriment of Employer or any  of
its  subsidiaries,  nor use in any business  or  process  of
manufacture  competitive with or similar to any business  or
process   of   manufacture  of  Employer  or  any   of   its
subsidiaries, at any time during the term of this  Agreement
or  thereafter, any of the Employer's trade secrets, without
first  obtaining the express written permission of Employer.
A trade secret shall include any formula, pattern, device or
compilation of information used by Employer in its business.
For   purposes  of  this  Section  8,  the  compilation   of
information used by Employer in its business shall  include,
without  limitation, the identity of customers and suppliers
and  information  reflecting their  interests,  preferences,
credit-worthiness,  likely receptivity to  solicitation  for
participation   in   various   transactions   and    related
information  obtained during the course  of  his  employment
with Employer.
           (d)   Employee agrees that at the time of leaving
the  employ of Employer he will deliver to Employer, and not
keep  or  deliver  to  anyone else, any and  all  notebooks,
memoranda, documents and, in general, any and all  materials
relating  to Employer's business, or constituting Employer's
property.   Employee  further  agrees  that  he  will   not,
directly  or indirectly, request or advise any customers  or
suppliers  of  employer  or  any  of  its  subsidiaries   to
withdraw,  curtail or cancel its business with  Employer  or
any of its subsidiaries.
          (e)  During the term of Employee's employment with
the  Employer  and  for a period of one (1)  year  from  the
earlier  of 1) the termination of Employee's employment  for
any  reason whatsoever, or 2) the expiration of the Term (it
is  expressly acknowledged that this clause is  intended  to
survive  the  expiration of the "Term"), Employee  will  not
directly or indirectly, in the United States, participate in
any Position, in any business in direct competition with the
business  of the Employer.  The Term "Position" as  used  in
this  section shall include, without limitation, a  partner,
director,  holder of more than 5% of the outstanding  voting
shares,  principal,  executive,  officer,  manager  or   any
employment  or consulting position.  It is acknowledged  and
agreed  that the scope of the clause as set forth  above  is
essential,  because  1)  a  more restrictive  definition  of
"Position" (e.g. limiting it to the "same" position  with  a
competitor)   will   subject  the   Employer   to   serious,
irreparable   harm  by  allowing  competitors  to   describe
positions in ways to evade the operation of this clause, and
substantially  restrict the protection sought  by  Employer,
and 2) by allowing the Employee to escape the application of
this clause by accepting a position designated as a "lesser"
or  "different" position with a competitor, the Employer  is
unable  to  restrict  the Employee from  providing  valuable
information  to such competing company to the  harm  of  the
Employer.
            (f)    Employee   recognizes  that   he   posses
confidential  information  and  trade  secrets  about  other
employees of Employer and its subsidiaries relating to their
education,   experience,  skills,  abilities,   salary   and
benefits, and interpersonal relationships with customers and
suppliers   of  Employer  and  its  subsidiaries.   Employee
recognizes  that  the information he possesses  about  these
other  employees is not generally known, is  of  substantial
value  to  Employer in securing and retaining customers  and
suppliers,  and  was  acquired by Employee  because  of  his
business  position  with  Employer.   Employee  agrees  that
during  his employment hereunder, and for a period of  three
(3)  years  from  the  earlier  of  1)  the  termination  of
Employee's employment for any reason whatsoever, or  2)  the
expiration  of  the Term (it is expressly acknowledged  that
this  clause  is intended to survive the expiration  of  the
"Term"), Employee shall not, directly or indirectly, solicit
or  contact any employee or agent of Employer or any of  its
subsidiaries,  with a view to inducing or  encouraging  such
employee or agent to leave the employ of Employer or any  of
its  subsidiaries,  for  the  purpose  of  being  hired   by
Employee,  and  employer affiliated with  Employee,  or  any
competitor of Employer or any of its subsidiaries.  Employee
agrees  that  he  will  not  convey  any  such  confidential
information or trade secrets about other employees to anyone
affiliated with Employee or to any competitor of Employer or
any of its subsidiaries.
           (g)   Employee acknowledges that the restrictions
contained in this Section 8 are reasonable and necessary  to
protect  Employer's interest in this agreement and that  any
breach  thereof  will  result in an  irreparable  injury  to
Employer for which Employer has no adequate remedy  at  law.
Employee  therefore agrees that , in the event that Employee
breaches any of the provisions contained in this Section  8,
Employer  shall be authorized and entitled to seek from  any
court of competent jurisdiction (i)  a temporary restraining
order,   (ii)  preliminary and permanent injunctive  relief,
(iii)   an  equitable accounting of all profits or  benefits
arising out of such breach, and (iv)  direct, incidental and
consequential  damages arising from such  breach.   Employee
agrees to reimburse Employer for all reasonable legal  fees,
as  well as costs of defense related to any actions taken by
Employer to enforce Section8.
           (h)   Employer  and  Employee have  attempted  to
specify  a reasonable period of time, a reasonable area  and
reasonable restrictions to which this Section 8 shall apply.
Employer   and   Employee  agree  that   if   a   court   or
administrative body should subsequently determine  that  the
terms   of  this  Section  8  are  greater  than  reasonable
necessary to protect Employer's interest, Employer agrees to
waive   those  terms  which  are  found  by   a   court   or
administrative body to be greater than reasonably  necessary
to protect Employer's interest and to request that the court
or  administrative body reform this Agreement  specifying  a
reasonable   period  of  time  and  such  other   reasonable
restrictions  as  the  court  or administrative  body  deems
necessary.
          (i)  Employee further agrees that this Section 8 is an
integral  part  of this agreement, and that should  a  court
fail  or refuse to enforce the restrictions contained herein
in  the  manner expressly provided in Sections 8(a)  through
8(g)  above,  the Employer shall recover from Employee,  and
the  court  shall  award as damages  to  the  Employer,  the
consideration (or a pro-rata portion thereof to  the  extent
these  provisions are enforced but the time frame is reduced
beyond  that  specified above) provided to  and  elected  by
Employee  under  the  terms of Section 8(a)  above  (or  the
monetary  equivalent thereof), its cost and  its  reasonable
attorney's fees.
      9.   Modification.  This Agreement  contains  all  the
terms and conditions agreed upon by the parties hereto,  and
no  other  agreements,  oral  or  otherwise,  regarding  the
subject matter of this Agreement shall be deemed to exist or
bind   either   of  the  parties  hereto,   except   for   a
confidentiality agreement between the parties dated December
26,  1978.   This Agreement cannot be modified except  by  a
writing signed by both parties.
      10.  Assignment.  This Agreement shall be binding upon
Employee,  his  heirs,  executors  and  assigns   and   upon
Employer, its successors and assigns.
      11.   Applicable  Law.   This Agreement  is  made  and
entered  into  in the State of South Dakota.  The  validity,
interpretation,   performance  and   enforcement   of   this
agreement  shall be governed by the internal  laws  of  said
State of South Dakota, without giving effect to the conflict
of laws provisions thereof.
      12.   Jurisdiction and Venue of Disputes.   The  South
Dakota First Judicial Circuit shall have jurisdiction and be
the  venue of all disputes between the Company and Employee,
whether   such   disputes  arise  from  this  Agreement   or
otherwise.
     13.  Severability.  If, for any reason, any one or more
of the provisions contained in this Agreement are held to be
invalid,  illegal  or  unenforceable in  any  respect,  such
invalidity, illegality or unenforceability shall not  affect
any  other  provision hereof, and this  Agreement  shall  be
construed  as  if  such  invalid, illegal  or  unenforceable
provision had never been contained herein.
      IN WITNESS WHEREOF  , the parties hereto have executed
this  Agreement effective as of the day and year first above
written.

      EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS READ THE  ABOVE,
AND  HAS  BEEN ADVISED TO CONSULT WITH AN ATTORNEY PRIOR  TO
SIGNING.  EMPLOYEE AGREES TO THE TERMS AND CONDITIONS OF THE
EMPLOYEE AGREEMENT AS WRITTEN ABOVE.


                        ____________________________________
                                     (Employee)

                        ____________________________________
                                       (Date)

     Accepted this ____ day of _________________, 19___.

                         IBP, inc.


                         By_________________________________