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                                                                 Exhibit 10.6(a)

                             PREMIUM STANDARD FARMS


                           DEFERRED COMPENSATION PLAN



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                                TABLE OF CONTENTS

SECTION 1.  ESTABLISHMENT................................................    1

SECTION 2.  DEFINITIONS..................................................    1

SECTION 3.  ELIGIBILITY FOR PARTICIPATION................................    3

SECTION 4.  DEFERRAL OF LTIP COMPENSATION................................    4

SECTION 5.  ELECTIONS OF TIMING AND FORM OF PAYMENT......................    4

SECTION 6.  INVESTMENT OF DEFERRAL AND VESTING ACCOUNTS..................    8

SECTION 7.  DESIGNATION OF BENEFICIARIES.................................    9

SECTION 8.  MERGER, CONSOLIDATION AND SALE OF ASSETS......................   9

SECTION 9.  RIGHTS OF PARTICIPANTS.......................................   10

SECTION 10. ADMINISTRATION..............................................    10

SECTION 11. CLAIMS AND APPEALS..........................................    10

SECTION 12. AMENDMENTS AND TERMINATION..................................    11

SECTION 13. APPLICABLE LAWS.............................................    12

SECTION 14. INCOMPETENCY................................................    12

SECTION 15. EXPENSES....................................................    12

SECTION 16. NOTICES.....................................................    12

SECTION 17.  WITHHOLDING AND DEDUCTIONS..................................   12

SECTION 18.  INVALIDITY OF PROVISIONS....................................   13

SECTION 19.  TAX ADVANTAGES NOT GUARANTEED...............................   13

SECTION 20.  RETURN OF COMPANY CONTRIBUTIONS.............................   13


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                             PREMIUM STANDARD FARMS
                           DEFERRED COMPENSATION PLAN


                            SECTION 1. ESTABLISHMENT

         PREMIUM STANDARD FARMS hereby establishes, effective as of January 1,
2001, a deferred compensation and retirement plan for executives as described
herein, which shall be known as the "PREMIUM STANDARD FARMS DEFERRED
COMPENSATION PLAN" (hereinafter called the "Plan"). The Plan is intended to
constitute an unfunded plan maintained primarily to provide deferred
compensation to a select group or management or highly compensated employees.

                             SECTION 2. DEFINITIONS

         2.1 DEFINITIONS. Whenever used herein, the following terms shall have
the meanings set forth below:

         (a)      The term "BOARD" means the Board of Directors of the Company.

         (b)      The term "BENEFICIARY" means the persons or entities
                  designated pursuant to Section 7 who are to receive, upon a
                  Participant's death, payment of the amounts credited to the
                  Participant's Deferral Account as of the date of his death.

         (c)      The term "CHANGE OF CONTROL" occurs where:

                  (1)      any "person" (as that term is used in Sections 13(d)
                           and 14(d) of the Securities Exchange Act of 1934)
                           other than: (i) the Company, (ii) any trustee or
                           other fiduciary holding securities under an employee
                           benefit plan of the Company, or (iii) any corporation
                           owned, directly or indirectly, by the stockholders of
                           the Company in substantially the same proportions as
                           their ownership of stock of the Company, is or
                           becomes the "beneficial owner" (as defined in
                           Securities Exchange Commission Rule 13(d)(3)),
                           directly or indirectly, of securities of the Company
                           representing thirty percent (30%) or more of the
                           combined voting power of the Company's then
                           outstanding securities; or

                  (2)      during any period of two consecutive years (not
                           including any period prior to the Effective Date of
                           this Plan), individuals who at the beginning of such
                           period constitute the Board of Directors ("existing
                           directors"), and any new board member ("approved
                           director") (other than a board member designated by a
                           person who has entered into an agreement with the
                           Company to effect a transaction described in
                           subsection (1), (2) or (3) of this subsection (c)
                           whose election by the Board of Directors or
                           nomination for election by the Company's shareholders
                           was approved by a vote of at least two-thirds (2/3)
                           of the board


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                           members then still in office who either were board
                           members at the beginning of the period or whose
                           election or nomination for election previously was so
                           approved (existing directors together with approved
                           directors constituting "continuing directors"), cease
                           for any reason to constitute at least a majority of
                           the Board of Directors; or

                  (3)      the stockholders of the Company approve a merger or
                           consolidation of the Company with any other person,
                           other than (i) a merger or consolidation which would
                           result in the voting securities of the Company
                           outstanding immediately prior thereto continuing to
                           represent (either by remaining outstanding or by
                           being converted into voting securities for the
                           surviving entity) more than fifty percent (50%) of
                           the combined voting power of the voting securities of
                           the Company or such surviving entity outstanding
                           immediately after such merger or consolidation, or
                           (ii) a merger in which no "person" (as defined in
                           subsection (1)) acquires more than thirty percent
                           (30% of the combined voting power of the Company's
                           then outstanding securities.

                  (4)      The stockholders of the Company approve a plan of
                           complete liquidation of the Company or an agreement
                           for the sale or disposition by the Company of all or
                           substantially all of the Company's assets (or any
                           transaction having a similar effect).


         (d)      The term "COMMITTEE" means the Compensation Committee of, and
                  appointed by, the Board.

         (e)      The term "COMPANY" means PREMIUM STANDARD FARMS Inc., a
                  Delaware corporation, and any successor thereto that agrees to
                  assume the liabilities associated with this Plan, as described
                  in Section 8.

         (f)      The term "DEFERRAL ACCOUNT" means the account maintained by
                  the Trustee under the Trust, on behalf of a Participant, to
                  which the Company deposits and the Trustee credits at the
                  direction of the Company the LTIP Compensation the Participant
                  elects to defer pursuant to his LTIP Compensation Deferral
                  Election. Although this Plan may refer to a Deferral Account
                  as "the Participant's Deferral Account" or as "his Deferral
                  Account," the amounts credited to such Deferral Account shall
                  at all times be subject to the terms and conditions of the
                  agreement and declaration establishing the Trust, and thus
                  subject to the claims of the Company's general creditors.

         (g)      The term "EXECUTIVE" means an employee of the Company who is:

                  (1)      in a select group of management or highly paid
                           employees;


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                  (2)      exempt from the minimum wage and maximum hour
                           requirements of the Fair Labor Standards Act, as
                           described in 29 U.S.C. Section 213(a) and regulations
                           promulgated thereunder; and

                  (3)      a "highly compensated employee" within the meaning of
                           Internal Revenue Code Section 414(q). With respect to
                           a newly hired employee, if the employee's annualized
                           projected Compensation for his first calendar year of
                           employment exceed the limit described in Section
                           414(q)(1)(B)(i), he shall be considered a "highly
                           compensated employee" for such first calendar year of
                           employment, for purposes of this Plan.

         (h)      The term "LTIP COMPENSATION" with respect to an active
                  Participant or eligible Executive means the active
                  Participant's or eligible Executive's Long Term Incentive Plan
                  compensation, as determined by Company, for the period to
                  which his relevant LTIP Compensation Deferral Election
                  relates.

         (i)      The term "LTIP COMPENSATION DEFERRAL ELECTION" means the
                  election made by an active Participant or eligible Executive,
                  pursuant to Section 4.1 to defer receipt of all or a portion
                  of his LTIP Compensation which becomes fixed and determined
                  (after the date of the Deferral Election) and payable to him
                  in the calendar year to which the election relates.

         (j)      The term "PARTICIPANT" means a person who has amounts
                  currently deposited and credited to a Deferral Account,
                  maintained by the Trustee on his behalf pursuant to the terms
                  of the Plan. An active Participant is a Participant who is
                  actively employed by the Company as an Executive and who is
                  actively participating in the Plan.

         (k)      The term "TRUST" means, with regard to LTIP Compensation
                  deposited by the Company and credited by the Trustee on behalf
                  of a Participant pursuant to his LTIP Compensation Deferral
                  Election, the PREMIUM STANDARD FARMS DEFERRED COMPENSATION
                  PLAN GROUP TRUST.

         (l)      The term "TRUSTEE" means A.G. Edwards Trust Company or the
                  bank or trust company designated as its successor trustee
                  under the agreement and declaration establishing the Trust.

         2.2 GENDER AND NUMBER. Except when otherwise indicated by the context,
any masculine terminology used herein shall also include the feminine gender,
and the definition of any term herein in the singular shall also include the
plural.


                    SECTION 3. ELIGIBILITY FOR PARTICIPATION

         3.1 ELIGIBILITY. An employee of the Company shall be eligible to
participate in the Plan with respect to a calendar year if:


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                  (a)      He qualifies as an Executive with respect to such
                           year; and

                  (b)      The Committee has selected such Executive to
                           participate with respect to such year.

         The initial Participants in the Plan are listed on the attached
Schedule A. The Committee may add additional Participants or remove existing
Participants from time to time by written action.

         3.2 INACTIVE PARTICIPANTS. If at a future date an active Participant no
longer meets the requirements for participation in this Plan for reasons other
than termination of employment, the Participant shall become an inactive
Participant, retaining all of the rights accorded Participants by this Plan,
except the right to make additional deferrals of LTIP Compensation pursuant to
Section 4. Such an individual shall remain an inactive Participant unless and
until he again becomes an active Participant by again qualifying as an Executive
entitled to participate in this Plan.


                    SECTION 4. DEFERRAL OF LTIP COMPENSATION

         4.1 DEFERRAL OF LTIP COMPENSATION. At the times and in the manner
specified below, an active Participant or an eligible Executive may make an
irrevocable election in writing to defer all or a portion of his LTIP
Compensation until a specified date in the future.

                  (a)      TIMING AND NATURE OF LTIP COMPENSATION DEFERRAL
                           ELECTION. An active Participant or eligible Executive
                           described in the preceding paragraph may make a LTIP
                           Compensation Deferral Election, prior to December 31
                           of any calendar year, to defer receipt of any
                           percentage in whole numbers (e.g., 1%, 7%, etc.) of
                           his LTIP Compensation which is not then fixed or
                           determined but which is expected to be fixed and
                           determined, and paid, in the following calendar year.

                  (b)      ELECTIONS BY NEWLY ELIGIBLE EXECUTIVES.
                           Notwithstanding anything in this Section 4.1 to the
                           contrary, when an Executive first becomes an eligible
                           Executive, he may make the election described in
                           subsection (a) above, as applicable (to be applied to
                           the LTIP Compensation, if any, earned by and payable
                           to him with respect to the calendar year in which he
                           is first an eligible Executive), within 30 days after
                           the date he first becomes an eligible Executive,
                           provided that at the time the election is made the
                           amount of the LTIP Compensation payable to him with
                           respect to such calendar year has not been fixed and
                           determined.

                  (c)      CREDITING OF DEFERRED AMOUNTS. As soon as practicable
                           after LTIP Compensation subject to a LTIP
                           Compensation Deferral Election would, but for the
                           provisions of this Plan, be payable to an active
                           Participant or eligible Executive, the Company shall
                           deposit with the Trustee, and direct the Trustee to
                           credit to his Deferral Account, the amount of the
                           LTIP Compensation the active Participant or eligible
                           Executive elected to defer.


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               SECTION 5. ELECTIONS OF TIMING AND FORM OF PAYMENT

         5.1      ELECTING THE TIME OF PAYMENT.

                  (a)      GENERAL RULE. An active Participant or eligible
                           Executive shall, in his LTIP Compensation Deferral
                           Election, elect to commence receipt of payment of the
                           deferred amount (and earnings thereon):

                           (1)      30 days after termination of employment;

                           (2)      on a specified deferral ending date which is
                                    at least two years after the calendar year
                                    in which the LTIP Compensation would have
                                    been paid but for the deferral election;

                           (3)      the earlier of the dates specified in (1)
                                    and (2) above;

                           (4)      the earlier of the date specified in (1)
                                    above, or the date 30 days after a Change of
                                    Control; or

                           (5)      the earlier of (i) the date specified in (3)
                                    above, or (ii) the date 30 days after a
                                    Change of Control.

                           In addition, upon application made to the Committee
                           not later than the last day of the calendar year that
                           ends at least two years prior to the beginning of the
                           calendar year in which such amounts first become
                           payable, and with the approval in its sole discretion
                           of the Committee, a Participant may elect to receive
                           payment of deferred LTIP Compensation (and earnings
                           thereon) at one of the times reflected in (1) through
                           (5) above, notwithstanding the initial election as to
                           the time of payment reflected in the pertinent LTIP
                           Compensation Deferral Election; provided however,
                           that the change in election as to the timing of the
                           payment must provide for payment at a later time than
                           the time for payment elected in the initial LTIP
                           Compensation Deferral Election.

                           EXAMPLE: Participant A completes a LTIP Compensation
                           Deferral Election on December 31, 2000, for deferral
                           of a portion of his LTIP Compensation payable in 2001
                           which has not been fixed or determined as of the date
                           of the election. Participant A elects to receive his
                           deferred LTIP Compensation on July 1, 2005. The
                           election is permissible because his deferral ending
                           date is a date certain that is more than two years
                           after the 2001 calendar year, which is the year in
                           which the LTIP Compensation would have been paid but
                           for the deferral election.

                           Participant B similarly completes a LTIP Compensation
                           Deferral Election form, but elects to receive her
                           deferred Compensation 30 days after termination of
                           her employment. The election is permissible.


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                           Participant C similarly completes a LTIP Compensation
                           Deferral Election form and, like Participant A,
                           selects a deferral ending date of July 1, 2004. But
                           Participant C further elects to receive his deferred
                           LTIP Compensation on the earlier of (i) 30 days after
                           his termination of employment, and (ii) the July 1,
                           2004, deferral ending date. The election is
                           permissible.

                           Participant D similarly completes a LTIP Compensation
                           Deferral Election form and, like Participant A,
                           selects a deferral ending date of July 1, 2004. But
                           Participant D further elects to receive his deferred
                           LTIP Compensation on the earlier of (i) 30 days after
                           his termination of employment, (ii) the July 1, 2004,
                           deferral ending date, or (iii) 30 days after a Change
                           of Control. The election is permissible.

                  (b)      EXCEPTIONS. Notwithstanding anything in subsection
                           (a) above, or in any other provision of the Plan, the
                           following additional rules apply to the time at which
                           amounts are payable by this Plan:

                           (1)      DEATH OF PARTICIPANT. The balance of a
                                    Participant's Deferral Account shall be paid
                                    to the Participant's Beneficiary as soon as
                                    practicable after the Participant's death.

                           (2)      DISABILITY OF PARTICIPANT. The balance of a
                                    Participant's Deferral Account shall be paid
                                    to the Participant upon the Participant's
                                    total and permanent disability. For this
                                    purpose, a "total and permanent disability"
                                    is a physical or mental condition that
                                    entitles the Participant to Social Security
                                    disability benefits. Payment shall be made
                                    to the Participant as soon as practicable
                                    after the Participant files with the
                                    Committee proof of his disability
                                    determination by the Social Security
                                    Administration.

                           (3)      HARDSHIP. In the event of an unforeseen
                                    financial hardship or financial emergency
                                    occurring in the personal affairs of the
                                    Participant, the Committee, upon application
                                    by the Participant, may accelerate the
                                    payment of all or a portion of the balance
                                    of his Deferral Account.

                                    A great financial hardship or unforeseen
                                    emergency will be deemed to have occurred if
                                    the payment of benefits is for or on account
                                    of:

                                    (i)      unemployment of the Participant, or
                                             employment at a salary fifty
                                             percent (50%) or less than the sum
                                             of his prior Compensation and LTIP
                                             Compensation with the Company,

                                    (ii)     expenses for medical care
                                             previously incurred by the
                                             Participant, his spouse, or any of
                                             his other dependents,


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                                    (iii)    costs directly related to the
                                             Participant's purchase of his
                                             principal residence (excluding
                                             mortgage payments),

                                    (iv)     bankruptcy of the Participant,

                                    (v)      payment of tuition, related
                                             educational fees, and room and
                                             board expenses, for the next 12
                                             months of post-secondary education
                                             for the Participant, his spouse, or
                                             other dependents,

                                    (vi)     payments necessary to prevent the
                                             eviction of the Participant from
                                             his principal residence or the
                                             foreclosure on the mortgage on that
                                             residence, or

                                    (vii)    other events of a similar
                                             magnitude.

                                    The accelerated payment made pursuant to
                                    this subsection shall not exceed the amount
                                    the Committee, in its complete discretion,
                                    determines is necessary to satisfy the great
                                    financial hardship or unforeseen emergency.

                           (4)      ACCELERATION OF PAYMENT DATE SUBJECT TO
                                    SUBSTANTIAL RESTRICTION. The Committee, upon
                                    application by the Participant, may
                                    accelerate the payment of up to ninety-five
                                    percent (95%) of the balance of the
                                    Participant's Deferral Account, subject to a
                                    forfeiture by the Participant of a portion
                                    of his Deferral Account. The amount of the
                                    forfeiture shall be equal to five percent
                                    (5%) of the amount of the payment
                                    accelerated by the Committee.

                           (5)      TERMINATION OF THE PLAN AND TRUST. All
                                    amounts credited to Participants' respective
                                    Deferral Accounts shall be payable
                                    immediately upon termination of the Plan and
                                    Trust as described in Section 12.2.

                  (d)      FINAL PAYMENT FROM TRUST. The final payment from the
                           Trust to a Participant or Beneficiary may be adjusted
                           to account for prior overpayments or underpayments
                           attributable to estimates of earnings allocable to
                           prior distributions of deferred LTIP Compensation.

         5.2      ELECTING THE FORM OF PAYMENT.

                  (a)      GENERAL RULE. Each active Participant or eligible
                           Executive shall, in his LTIP Compensation Deferral
                           Elections, elect the form in which the Plan shall pay
                           his deferred LTIP Compensation (and earnings
                           thereon). Such an active Participant or eligible
                           Executive may elect that such amounts be paid:

                           (1)      in a single lump sum; or


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                           (2)      in ten substantially equal annual
                                    installments, adjusted annually for earnings
                                    on the unpaid balance.

                           In addition, upon application to the Committee not
                           later than the last day of the calendar year that
                           ends at least two years prior to the beginning of the
                           calendar year in which such amounts first become
                           payable, and with the approval in its sole discretion
                           of the Committee, a Participant may elect to receive
                           payment of deferred LTIP Compensation (and earnings
                           thereon) in any of the forms listed above,
                           notwithstanding the initial election as to form as
                           reflected in the pertinent LTIP Compensation Deferral
                           Election.

                  (b)      EXCEPTIONS. Notwithstanding anything in subsection
                           (a) above, or any other provision of the Plan, the
                           following additional rules apply to the form in which
                           amounts are payable by this Plan:

                           (1)      DEATH OF PARTICIPANT. A Participant may
                                    designate, in his Beneficiary designation on
                                    file with the Committee, the form in which
                                    payments on account of his death should be
                                    made to his Beneficiary. The Participant may
                                    elect to have such payments made in any of
                                    the forms described in subsections (1) or
                                    (2) of subsection (a) above. In the event
                                    the Participant fails to designate a form of
                                    death benefits, death benefits shall be paid
                                    in a single lump sum.

                           (2)      DISABILITY OF PARTICIPANT. Upon application
                                    to the Committee at least 60 days prior to
                                    the calendar year in which such amounts
                                    first become payable, and with the approval
                                    of the Committee in its sole discretion, a
                                    Participant may elect to receive payments
                                    made pursuant to subsection 5.1(b)(2) in any
                                    of the forms described in subsections (1) or
                                    (2) of subsection (a) above. If the
                                    Participant fails to timely make an election
                                    concerning the form of payment, payment
                                    shall be made in a single lump sum.

                           (3)      HARDSHIP AND ACCELERATED PAYMENTS. Payments
                                    made pursuant to subsection 5.1(b)(3) or (4)
                                    shall be made in a single lump sum.

                           (4)      TERMINATION OF THE PLAN AND TRUST. Upon
                                    termination of the Plan and Trust, a
                                    Participant's Deferral Account shall be paid
                                    in a single lump sum, irrespective of any
                                    elections made pursuant to subsection
                                    5.2(a). See also Section 12.2.

                  SECTION  6. INVESTMENT OF DEFERRAL AND VESTING ACCOUNTS

         The Deferral Account maintained by the Trustee on behalf of a
Participant shall be credited with earnings (and losses) resulting from
investment by the Trustee. Participants may request that amounts deposited and
credited to their respective Deferral Accounts be invested in particular
investments, chosen from a set of options established by the Committee. The


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Participants' requests shall not be binding, however, and the Committee, in its
sole discretion, may elect to:

                  (a)      instruct the Trustee to decline to honor
                           Participant's requests,

                  (b)      direct the Trustee to invest amounts deposited and
                           credited to Deferral Accounts in another manner, or

                  (c)      permit the Trustee to invest amounts deposited and
                           credited to Deferral Accounts in the manner the
                           Trustee considers most appropriate or, where the
                           Committee provides such guidelines, in accordance
                           with general investment guidelines established by the
                           Committee and communicated in writing to the Trustee.


                     SECTION 7. DESIGNATION OF BENEFICIARIES

         7.1 GENERAL RULE. A Participant may designate a Beneficiary or
Beneficiaries who are to receive upon his death the payments that otherwise
would have been paid to him. Such Beneficiary designation may include an
election concerning the form in which death benefits are to be paid by the Plan
to the Beneficiary or Beneficiaries. All designations shall be in writing and
shall be effective only if and when delivered to the Committee or its designee
during the lifetime of the Participant.

         7.2 SPECIAL RULE FOR MARRIED PARTICIPANTS. Notwithstanding Section 7.1,
the spouse of a married Participant shall be deemed to be the Participant's sole
primary Beneficiary. The Participant may designate a primary Beneficiary other
than his spouse only if the spouse consents in writing, on a form the Committee
or its designee shall provide, and the spouse's signature is notarized. Spousal
consent is not required if the Participant is legally separated or cannot locate
his spouse.

         7.3 CHANGING BENEFICIARY DESIGNATIONS. Subject to Section 7.2, a
Participant may, from time to time during his lifetime, change his Beneficiary
or Beneficiaries by a written instrument delivered to the Committee or its
designee. The term "Beneficiary" may include a trust, so long as the trust
survives the Participant's death. A Participant's designation of his spouse as a
Primary Beneficiary shall automatically lapse upon his divorce or legal
separation from the spouse.

         7.4 FAILURE TO DESIGNATE A BENEFICIARY. In the event that a Participant
is not survived by a Beneficiary, or if for any reason a Beneficiary designation
shall be ineffective in whole or in part, the distribution that otherwise would
have been paid to such Participant shall be paid to his estate, and in such
event the term "Beneficiary" shall include his estate.

               SECTION 8. MERGER, CONSOLIDATION AND SALE OF ASSETS

         8.1 MERGER. In the event the Company consolidates with, merges into, or
transfers all or substantially all of its assets to another entity (hereinafter
referred to as a "Successor Employer"), the Company and such Successor Employer
may agree that the Successor Employer shall assume the Company's obligations
under this Plan in whole or in part. In no event shall such merger,
consolidation or transfer extinguish the Company's or the Successor Employer's
obligations to Participants and their Beneficiaries under this Plan. In the
event the Successor Employer elects to terminate the Plan and Trust, all amounts
credited to Participants'

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respective Deferral Accounts shall be paid to the Participants or their
Beneficiaries in a single sum as soon as practicable.

         8.2 ACQUISITION BY ANOTHER EMPLOYER. In the event the Company is sold
to another corporation or other party(ies) ("New Company"), the Company may
agree with such New Company that the New Company shall assume the obligations
under this Plan in whole or in part. In no event shall such sale extinguish the
Company's or New Company's obligations to Participants and their Beneficiaries
under this Plan. In the event the New Company elects to terminate the Plan and
Trust, all amounts credited to Participants' respective Deferral Accounts shall
be paid to the Participants or their Beneficiaries in a single sum as soon as
practicable.


                        SECTION 9. RIGHTS OF PARTICIPANTS

         Notwithstanding the depositing and crediting of amounts to the Deferral
Account maintained by the Trustee on behalf of a Participant, the right of the
Participant, or his Beneficiary, to receive a distribution under this Plan shall
be an unsecured claim against the general assets of the Company. Participants
and Beneficiaries shall have the status of general unsecured creditors of the
Company. This Plan constitutes a mere promise by the Company to make benefit
payments in the future.

         The Deferral Account maintained by the Trustee on behalf of a
Participant may not in any way be encumbered or assigned by a Participant or his
Beneficiary.

         Nothing in this Plan shall give any Participant the right to be
retained as an Executive or an employee of the Company, affect the right of the
Company to remove any Executive or employee, or give any Executive or employee
(or his Beneficiary) the right to receive a particular amount of LTIP
Compensation from the Company.


                           SECTION 10. ADMINISTRATION

         10.1 ADMINISTRATIVE COMMITTEE. The Committee shall administer the Plan.
The Committee may appoint an administrative committee (the "Administrative
Committee") to assist it in the administration of the Plan. The Administrative
Committee may act on behalf of the Committee with respect to all matters
concerning the Plan, except for those matters the Committee specifically
reserves, in this Plan or otherwise, for its own action. The Board or the
Committee may remove, replace, or appoint members of the Administrative
Committee at any time.

         10.2 POWERS OF ADMINISTRATIVE COMMITTEE. The Committee shall have the
power to interpret the Plan and to determine all questions that arise under it.
Such power includes, for example, the administrative discretion necessary to
determine whether an individual meets the Plan's written eligibility
requirements, and to interpret any other term contained in this document. All
payments of benefits under the Plan shall be made by the Company or by the
Trustee in accordance with the terms of this Plan and the agreement and
declaration establishing the Trust. The decision of the Committee upon all
matters within the scope of its authority shall be final and binding on all
parties, shall be subject to the most deferential standard on review, and shall
not be affected by any actual or alleged conflict of interest. No member of the
Committee or the Administrative Committee may act, in his capacity as a member
of the Committee or





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Administrative Committee, with respect to a matter concerning his eligibility or
benefits under the Plan.


                         SECTION 11. CLAIMS AND APPEALS

         11.1 CLAIMS FOR BENEFITS; INITIAL PROCESSING. Claims for benefits under
the Plan normally will be approved or denied by the Committee within 30 calendar
days after they are received by the Committee or its designee. If an extension
of time is required to process the claim, the extension will not exceed 30
calendar days, and the claimant shall be provided notice of any extension. The
notice shall explain the reason for the extension and when a decision will be
made. Claims not resolved prior to the end of the extension may be deemed
denied.

         11.2 CLAIM DENIAL. If a claim for benefits is denied (or deemed
denied), the Committee or its designee shall provide the claimant with written
notice reflecting the reasons for the denial, with a specific reference to the
Plan provisions upon which the decision was based. The notice shall also reflect
any additional information that may be necessary for the claimants claim to be
approved.

         11.3 APPEALING A DENIED CLAIM. A claimant may appeal the denial of a
claim by writing the Committee and stating that he wishes to appeal. In order to
be considered, the appeal must be received by the Committee or its designee no
more than 30 calendar days after notice of the denial is provided (or, if no
notice is provided, then after the earliest date on which the claimant is
entitled to deem the claim denied).

         11.4 PROCESSING APPEALS. If a claimant appeals a denial of a claim, the
Board shall review the claim and any additional information furnished by the
claimant. The Board shall decide the appeal within 30 calendar days after it is
received, but in unusual circumstances may delay resolution of the appeal for an
additional 30 calendar days. The claimant shall be notified of any delay within
30 calendar days after the appeal is received by the Committee or its designee.
After the appeal is decided, the Board shall notify the claimant in writing of
its decision, and explain how the appeal was decided and what Plan provisions
were relied upon.


                     SECTION 12. AMENDMENTS AND TERMINATION

         12.1 AMENDMENT. The Company in its absolute discretion, without notice,
may at any time and from time to time, modify or amend, in whole or in part, any
or all of the provisions of the Plan. No such modification or amendment may,
without the consent of a Participant (or his Beneficiary in the case of his
death) reduce the right of a Participant (or his Beneficiary, as the case may
be) to the payment of any amount deposited and credited to his Deferral Account
under the Plan as of the date of such modification or amendment.

         12.2 SUSPENSION AND TERMINATION. The Company in its absolute
discretion, without notice, at any time may suspend or terminate the Plan. In
addition, the Committee may suspend or terminate an active Participant's further
participation in the Plan at any time. Other than earnings on a Participant's
Deferral Account credited under Section 6, no additional LTIP Compensation may
be deferred by any Participant following suspension or termination of the Plan,
or to such an Account of an inactive Participant following termination of his or
her participation in the Plan. Upon termination of a Participant's participation
in the Plan, distribution


                                       11
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of a Participant's Plan benefit shall be made in the manner and at the time
described under the Plan's normal provisions.

         Upon suspension of the Plan, distribution of a Participant's Plan
benefit shall be made in the manner and at the time described under the Plan's
provisions, and the Trust shall not terminate until all monies on deposit
thereunder are either paid to Participants and their Beneficiaries, or returned
to the Employer, as provided for under the agreement and declaration
establishing the Trust.

         In the event the Company, a Successor Employer described in Section
8.1, or a New Employer described in Section 8.2 elects to terminate the Plan,
all amounts then on deposit with and credited to Participants' respective
Deferral Accounts shall, notwithstanding anything herein to the contrary, be
paid as soon as practicable to the Participants (or their Beneficiaries, as the
case may be) in a lump sum.


                           SECTION 13. APPLICABLE LAWS

         The Plan shall be construed, administered, and governed in all respects
under and by the laws of the State of Missouri, to the extent federal law does
not apply.

                            SECTION 14. INCOMPETENCY

         Every person receiving or claiming payments under this Plan shall be
conclusively presumed to be mentally competent until the date on which the
Committee or its designee receives written notice, in a form and manner
acceptable to the Committee, that such person is incompetent and that a
guardian, conservator, or other person legally vested with the care of his
estate has been appointed. In the event a guardian or conservator of the estate
of any person receiving or claiming payments under this Plan shall be appointed
by a court of competent jurisdiction, benefit payments may be made to such
guardian or conservator, provided that proper proof of appointment and
continuing qualification are furnished in a form and manner acceptable to the
Committee or its designee. Any such payment so made shall be a complete
discharge of any liability therefor.


                              SECTION 15. EXPENSES

         Costs of administration of the Plan and Trust, and all taxes imposed on
the Plan or Trust shall be paid by the Company. Participants' Deferral Accounts
shall not be reduced for these amounts.


                              SECTION 16. NOTICES

         Any notice or election required or permitted to be given hereunder
shall be in writing, in the form prescribed by the Committee, and shall be
deemed to be filed with the Committee:

         (a)      On the date it is personally delivered to the Committee (or
                  its designee), or


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<PAGE>   15
         (b)      Five business days after it is sent by registered or certified
                  mail, addressed to the Committee (or its designee) at the
                  Company's address.


                     SECTION 17. WITHHOLDING AND DEDUCTIONS

         All payments made under the Plan by the Company or the Trustee to any
Participant or Beneficiary, shall be subject to applicable withholding and to
such other deductions that are required by applicable law, and to the delivery
to the Committee (or its designee) or the Trustee of any documents, applications
or other information deemed necessary by the Committee or the Trustee, in their
sole discretion, as a condition precedent to payment.


                      SECTION 18. INVALIDITY OF PROVISIONS

         If any provision of the Plan is held or found to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof, and the Plan shall be construed and enforced as if such
provision had not been included. Similarly, in the event any provision of the
Plan is held or found to be ineffective or unenforceable with respect to
allowing for the deferral of income taxation as intended by the Plan, such
provision shall be severed from the provisions of the Plan that are so effective
or enforceable, and such latter provisions shall be considered to constitute a
separate arrangement.


                        19. TAX ADVANTAGES NOT GUARANTEED

         Neither the Company, the Committee, the Administrative Committee, nor
any other person guarantees that any particular Participant or Beneficiary will
achieve the tax advantages contemplated by this Plan, and neither the Company,
the Committee, the Administrative Committee or any other person indemnifies or
holds harmless a Participant or Beneficiary with respect to liability, whether
or not unintended or unforeseen, for income taxes, excise taxes, interest and/or
penalties, or any other liability, arising from or incurred in connection with
this Plan.

         In the event any benefits payable hereunder to a Participant or
Beneficiary are subjected to taxation prior to the date such benefits are
payable under the terms of the Plan, the payment of such benefits shall be
accelerated so that, to the extent practicable, the Participant or Beneficiary
receives such benefits in the taxable year in which such amounts are subjected
to taxation.


                       20. RETURN OF COMPANY CONTRIBUTIONS

         Nothing in this Plan nor the agreement and declaration establishing the
Trust shall be construed to prevent the return to the Company of amounts
contributed to the Trust by the Company due to a mistake of fact or law,
including (but not limited to) erroneous calculations or erroneous
determinations of eligibility.



                                       13
<PAGE>   16
         IN WITNESS WHEREOF, the Company hereby adopts this PREMIUM STANDARD
FARMS DEFERRED COMPENSATION PLAN this 29th day of December, 2000.

                                      PREMIUM STANDARD FARMS


                                      BY:    /s/ David Klein
                                             __________________________________



                                     TITLE:  Vice President, Human Resources
                                             __________________________________
ATTEST:


/s/ John Meyer
____________________________



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<PAGE>   17
                                   APPENDIX A

Initial eligible Executives are:

             JOHN MEYER
             STEVE LIGHTSTONE
             ROBERT MANLEY
             CHARLIE ARNOT
             DAVE KLEIN
             MIKE TOWNSLEY
             JERRY SCHULTE
             DAVID JAMES
             MARK WARREN
             CINDY BRABANDER
             DON KILLINGSWORTH
             CALVIN HELD
             DENNIS RIPPE
             DAVE TOWNSEND
             DAN HARRIS
             COLLETTE SCHULTZ-KASTER
             MARK TRULL