SECURITIES AND EXCHANGE COMMISSION

	                Washington, D.C.  20549

	          _____________________________________

	                      FORM 8 - K

	                    CURRENT REPORT

	         Pursuant to Section 13 or 15(d) of the
 	            Securities Exchange Act of 1934

	           Date of Report:  October 2, 2000

	          ____________________________________

	                      IBP, inc.

	Delaware Corporation           001-06085	       42-0838666
	(state or other jurisdiction	(Commission	      (IRS Employer
	of incorporation)	             File Number)	Identification No.)


	                    800 Stevens Port Drive
	                   Dakota Dunes, SD  57049

	             Telephone Number:  (605) 235-2061
                  ____________________________________


Exhibits.
The exhibit index is contained on page 4 of this filing.

ITEM 5.	Other Events

		DLJ Merchant Banking Partners III, L.P., ("DLJMBP"), a private equity fund
affiliated with Donaldson, Lufkin & Jenrette, Inc., has reached an agreement
with the IBP, inc. ("IBP") Board of Directors to acquire the stock of IBP.  The
agreement is subject to shareholder approval.  If approved, IBP will be merged
with Rawhide Acquisition Corporation ("Merger"), and each share of IBP common
stock outstanding immediately prior to the Merger will be converted into a right
to receive $22.25 in cash.  After completion of the Merger, DCJMBP and
affiliated funds will be the majority owner of IBP, and other investors will
include Archer Daniels Midland Company, Booth Creek Partners and certain IBP
management employees.

ITEM 7.	Financial Statements and Exhibits

(c)	Exhibits:

		The exhibits listed below are furnished in accordance with the provisions of
Item 601 of Regulation S-K.

	  2(a)  Press release dated October 2, 2000 announcing DLJ Merchant Banking
         Partnership III to Acquire IBP for $2.4 Billion in cash and the
         assumption and refinancing of approximately $1.4 Billion in debt.
	  2(b)  Agreement and Plan of Merger, dated as of October 1, 2000 among IBP
         inc., Rawhide Holdings Corporation and Rawhide Acquisition.

	SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the under-
signed hereunto duly authorized.



				IBP, inc.


Date:  October 2, 2000      		By: /S/ Sheila B. Hagen
                                  ----------------------
						                            Sheila B. Hagen



	 INDEX TO EXHIBITS



Exhibit Number In Rule
(Referenced to sequential
numbering system in Item
601 of Regulation S-K)	  Description of Exhibit	             Page Number


2(a)			        Press release dated October 2, 2000	      5
                 		  announcing DLJ Merchant Banking
		              Partnership III to Acquire IBP for
		              $2.4 Billion in cash and the
		              assumption and refinancing of
		              approximately $1.4 Billion in debt.


2(b)			        Agreement and Plan of Merger, dated as	      8
			        of October 1, 2000 among IBP, inc.
			        Rawhide Holdings Corporation and Rawhide
			        Acquisition





Exhibit 2(a)


DLJ MERCHANT BANKING PARTNERS III
TO ACQUIRE IBP FOR $3.8 BILLION

NEW YORK, NY, October 2, 2000--Donaldson, Lufkin & Jenrette,
Inc. (NYSE: DLJ) and IBP, inc. (NYSE: IBP), jointly
announced today that Rawhide Holdings Corporation, a
wholly owned subsidiary of DLJ Merchant Banking Partners
III, L.P., a private equity fund affiliated with
Donaldson, Lufkin & Jenrette, Inc., has reached an
agreement to acquire the stock of IBP for approximately
$2.4 billion in cash plus the refinancing and assumption
of approximately $1.4 billion in debt for total
consideration of approximately $3.8 billion.  Once the
purchase is completed in early 2001, DLJ Merchant Banking
Partners III and affiliated funds will become the majority
owner of IBP.  Other investors will include Archer Daniels
Midland Company (NYSE: ADM), Booth Creek Partners and
certain IBP management employees.

DLJ is one of the nation's leading integrated investment and
merchant banks.  IBP is the world's largest producer of
high quality fresh beef and pork and is a leading supplier
of premium, fully prepared meats and other consumer-ready
foods.

The agreement, reached late Sunday, provides that Rawhide
Acquisition Corporation, a wholly owned subsidiary of
Rawhide Holdings Corporation, will be merged with and into
IBP.  Each share of IBP common stock outstanding
immediately prior to the merger will be converted into the
right to receive $22.25 in cash.  The board of directors
of IBP, based on the unanimous recommendation of a special
committee composed of IBP directors not employed by IBP or
DLJ, has approved the transaction and recommended that IBP
shareholders approve the transaction.

There are currently approximately 106 million shares of IBP
common stock outstanding. IBP common stock is traded on
the New York Stock Exchange. The last reported sale price
of the common stock on Friday, September 22, 2000 was
$18.31.

Robert L. Peterson, Chairman and CEO of IBP, stated, "This
transaction allows stockholders to receive cash for all
their shares at a very attractive price.  Another
advantage is that DLJ Merchant Banking Partners III will
be an excellent source of capital for IBP to implement our
long-term business plan."  IBP management will remain in
place following the merger.  No changes in operations or
staffing are expected.

Thompson Dean, Managing Partner of DLJ Merchant Banking
Partners III, said, "We are excited to invest in a company
that has such exciting growth prospects as well as strong
management. We look forward to providing management with
the capital to aggressively grow these businesses."


-more-
The merger is subject to customary conditions, including
receipt of certain required government
approvals.  In addition, the transaction is subject to the
approval of holders of a majority of the shares of IBP
common stock voting at a special meeting, excluding those
shares held by persons who will have an interest in the
buyout entity.  IBP shareholders will receive a proxy in
the mail providing details about the acquisition, as well
as voting instructions.

J.P. Morgan advised the special committee of IBP and provided
a fairness opinion regarding the proposed transaction.

Donaldson, Lufkin & Jenrette is a leading integrated
investment and merchant bank serving institutional,
corporate, government and individual clients. DLJ's
businesses include securities underwriting; sales and
trading; investment and merchant banking; financial
advisory services; investment research; venture capital;
correspondent brokerage services; online, interactive
brokerage services; and asset management. Founded in 1959
and headquartered in New York City, DLJ employs
approximately 11,300 people worldwide and maintains
offices in 13 cities in the United States and 16 cities in
Europe, Latin America and Asia. The company has two
classes of common stock trading on the New York Stock
Exchange. Shares trading under the ticker symbol "DLJ"
represent Donaldson, Lufkin & Jenrette, Inc. Shares
trading under the ticker symbol "DIR" track the
performance of DLJdirect, its online brokerage business.
For more information on Donaldson, Lufkin & Jenrette,
refer to the company's web site (www.dlj.com).

Headquartered in Dakota Dunes, South Dakota, IBP has more
than 60 production sites in North America, joint venture
operations in China, Ireland and Russia and sales offices
throughout the world.  The company, which generated sales
of $14.1 billion in 1999, employs 49,000 people.

IBP has four business segments: the IBP Fresh Meats Company,
Foodbrands America, Inc., the Consumer Branded Products
Group and the IBP International Sales Company.

- The Fresh Meats Company produces boxed and case-ready beef
and pork products for grocery chains, meat distributors,
wholesalers, retailers, restaurants and other meat
processors.  Allied products such as hides for leather and
ingredients for cosmetics, pharmaceuticals and pet foods
are also produced by this operating unit.
- Foodbrands America is a network of companies involved in
the production of higher margin prepared foods such as
deli meats, bacon, sausage, pizza toppings, appetizers and
Mexican entrees.  These products are sold under a variety
of brand names to both retail and foodservice customers.
- The mission of the Consumer Branded Products Group is to
build the company's new Thomas E. Wilson master brand.
IBP is currently producing case-ready fresh beef and pork
under the Thomas E. Wilson label and is test marketing
cooked meats under the same name.  This unit also oversees
the production of bacon, hot dogs, lunch meats, hams and
sausage sold under several other retail brand names.
- The IBP International Sales Company coordinates IBP's
growing export of fresh meat products and is also
responsible for international marketing of products
produced by Foodbrands.


-more-
More information on IBP and its operations are available on
the company's web site (www.ibpinc.com).

IBP will be filing a proxy statement/prospectus and other
relevant documents concerning the transaction with the
SEC. Investors are urged to read the proxy
statement/prospectus when it becomes available and any
other relevant documents filed with the SEC because they
will contain important information. Investors will be able
to obtain the documents free of charge at the SEC's web
site (www.sec.gov).


####

	Contacts:		Gary Mickelson, IBP Public Affairs
Department, 605-235-2986
			Peter Cullum, Donaldson, Lufkin &
Jenrette, 212-892-3555





Exhibit 2(b)

          Agreement and Plan of Merger









               AGREEMENT AND PLAN OF MERGER
                       dated as of
                    October 1, 2000
                         among
                       IBP, INC.
             RAWHIDE HOLDINGS CORPORATI0N
                          and
            RAWHIDE ACQUISITION CORPORATION


TABLE OF CONTENTS
                                                     Page
ARTICLE 1
     DEFINITIONS
     Section 1.01.      Definitions	                         1

ARTICLE 2

     THE MERGER
     Section 2.01.	The Merger	                         3
     Section 2.02.     	Conversion of Shares	             4
     Section 2.03.	Surrender and Payment	             4
     Section 2.04.	Dissenting Shares	                   5
     Section 2.05.	Stock Options                        6
     Section 2.06.	Withholding Rights	             6

ARTICLE 3
     THE SURVIVING CORPORATION
     Section 3.01.	Certificate of Incorporation	       7
     Section 3.02.	Bylaws	                         7
     Section 3.03.	Directors and Officers	             7

ARTICLE 4
     REPRESENTATIONS AND WARRANTIES OF THE COMPANY
     Section 4.01.	Corporate Existence and Power	       7
     Section 4.02.	Corporate Authorization	             7
     Section 4.03.	Governmental Authorization	       7
     Section 4.04.	Non-contravention         	       8
     Section 4.05.	Capitalization	                   8
     Section 4.06.	Subsidiaries	                   9
     Section 4.07.	SEC Filings     	                   9
     Section 4.08	      Financial Statements	            10
     Section 4.09.	Disclosure Documents	            10
     Section 4.10.	Absence of Certain Changes	      11
     Section 4.11.	No Undisclosed Material Liabilities	12
     Section 4.12.	Litigation	                        13
     Section 4.13.	Taxes	                              13
     Section 4.14.	ERISA	                              14
     Section 4.15.	Labor Matters	                  16
     Section 4.16.	Compliance with Laws	            17
     Section 4.17.	Licenses and Permits	            17
     Section 4.18.	Intellectual Property	            17
     Section 4.19.	Environmental Matters	            18
     Section 4.20.	Finders' Fees	                  19
     Section 4.21.	Inapplicability of Certain
                         Restrictions	                  19
     Section 4.22.	Rights Plan	                        19

ARTICLE 5
     REPRESENTATIONS AND WARRANTIES OF PARENT
     Section 5.01.	Corporate Existence and Power	      20
     Section 5.02.	Corporate Authorization	            20
     Section 5.03.	Governmental Authorization	      20
     Section 5.04.	Non-contravention	                  20
     Section 5.05.	Disclosure Documents	            20
     Section 5.06.	Finders' Fees	                  21
     Section 5.07.	Financing	                        21
     Section 5.08.	Ownership of Shares	            22
     Section 5.09.	Ownership of Parent Stock	      22

ARTICLE 6
     COVENANTS OF THE COMPANY
     Section 6.01.	Conduct of the Company	            22
     Section 6.02.	Stockholder Meeting; Proxy Material	24
     Section 6.03.	Access to Information	            24
     Section 6.04.	Other Offers	                  25
     Section 6.05.	Notices of Certain Events	      27
     Section 6.06.	Resignation of Directors	      27

ARTICLE 7
     COVENANTS OF PARENT
     Section 7.01.	SEC Filings        	            27
     Section 7.02.	Confidentiality	                  28
     Section 7.03.	Voting of Shares	                  28
     Section 7.04.	Director and Officer Liability      28
     Section 7.05.	Employee Matters	                  28
     Section 7.08.	Financing	                        28
     Section 7.07.	Other Arrangements	            29
     Section 7.08.	Obligations of Merger Co.	      29
     Section 7.09.	Amendments to the Voting Agreement	29
     Section 7.10.	Acquisitions of Shares	            29
     Section 7.11.	Notices of Certain Events	      29

ARTICLE 8
     COVENANTS OF PARENT AND THE COMPANY
     Section 8.01.	Best Efforts	                  29
     Section 8.02.	Certain Filings	                  30
     Section 8.03.	Public Announcements	            31
     Section 8.04.	Further Assurances	            31

ARTICLE 9
     CONDITIONS TO THE MERGER
     Section 9.01.	Conditions to the Obligations of Each Party 31
     Section 9.02.	Conditions to the Obligations of Parent and
                         Merger Co.	                                31
     Section 9.03.	Condition to the Obligation of the Company  33

ARTICLE 10
     TERMINATION
     Section 10.01.	Termination      	                         34
     Section 10.02	Effect of Termination                      35

ARTICLE 11
     MISCELLANEOUS
     Section 11.01.	Notices	                               35
     Section 11.02.	Survival of Representations and Warranties 36
     Section 11.03.	Amendments; No Waivers	                   36
     Section 11.04.	Expenses	                               37
     Section 11.05.	Successors and Assigns; Benefit	       37
     Section 11.06.	Governing Law	                         37
     Section 11.07.	Counterparts; Effectiveness                37





AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of October 1, 2000
among IBP, inc., a Delaware corporation (the "Company"),
Rawhide Holdings Corporation, a Delaware corporation
("Parent"), and Rawhide 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, as of the date of execution of this Agreement, all
of the outstanding capital stock of Parent is owned, in
the aggregate, by DLJ Merchant Banking Partners III, L.P.
("DLJMB");
WHEREAS, Parent and Merger Co. are unwilling to enter into
this Agreement unless, contemporaneously with the
execution and delivery of this Agreement, certain
beneficial and record stockholders of the Company (the
"Stockholders") enter into a Voting Agreement and
Irrevocable Proxy (the "Voting Agreement") providing for
certain actions relating to certain of the shares of
common stock of the Company owned by them; and
WHEREAS, Parent and the Company desire to make certain
representations, warranties, covenants and agreements in
connection with the Merger (as defined in Section 2.01)
and also to prescribe certain conditions to the Merger;
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements
herein contained, the parties hereto agree as follows:
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                           6.04
Balance Sheet	                             4.08
Balance Sheet Date	                       4.08
Code	                                         4.14
Common Stock	                             4.05
Company Disclosure Documents	                 4.09
Company Proxy Statement	                       4.09
Company Stockholder Meeting	                 6.02
Company Securities	                       4.05
Company 10-K	                             4.07
Company 10-Qs	                             4.07
Confidentiality Agreement	                 7.02
Delaware Law	                             2.01
Dissenting Shares	                             2.04
DLJ Bridge Fund	                             5.07
DLJ Senior Debt Fund	                       5.07
DLJMB	                                       recitals
DLJSC	                                         5.06
Effective Time	                             2.01
Exchange Act	                             4.03
Exchange Agent	                             2.03
Employee Plans	                             4.14
Environmental Laws	                       4.19
Environmental Permits	                       4.19
ERISA	                                         4.14
ERISA Affiliate	                             4.14
Exchange Agent	                             2.03
Financing	                                   5.07
Financing Agreements	                       5.07
Financing Entities	                       5.07
Hazardous Substances	                       4.19
HSR Act	                                   4.03
Intellectual Property Right	                 4.18
International Plan	                       4.14
Lien	                                         4.04
Material Adverse Effect	                       4.01
Merger	                                   2.01
Merger Co. Common Stock	                       2.02
Merger Consideration	                       2.02
Multiemployer Plan	                       4.14
Option	                                   2.05
Parent Disclosure Documents	                 7.01
Payment Event	                             6.04
Permits	                                   4.17
Person	                                   2.03 and 6.04
Pre-Closing Tax Period	                       4.13
Preferred Stock	                             4.05
Representatives	                             6.03
Required Amounts	                             5.07
Returns	                                   4.13
SEC	                                         4.07
Share	                                         2.01
Special Committee	                             2.01
Stockholders	                             recitals
Subsidiary	                                   4.06
Subsidiary Securities	                       4.06
Superior Proposal	                             6.04
Surviving Corporation	                       2.01
Surviving Corporation Common Stock	           2.02
Tax Asset	                                   4.13
Termination Fee	                             6.04
Title IV Plan	                             4.14
Transaction Statement	                       7.01
Voting Agreement	                             recitals

ARTICLE 2
THE MERGER
Section 2.01.   The Merger.  (a) At the Effective Time (as
defined below), Merger Co. shall be merged (the "Merger")
with and into the Company in accordance with Delaware Law
(as defined below), whereupon the separate existence of
Merger Co. shall cease, and the Company shall be the
surviving corporation (the "Surviving Corporation").
(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.
(d)    The Company hereby represents that its Board
of Directors, at a meeting duly called and held and acting
on the unanimous recommendation of a special committee of
the Board of Directors of the Company comprised of all of
the members of the Board of Directors other than Messrs.
Bond, Chalsty, Leman and Peterson (the "Special
Committee"), has with Messrs. Bond, Leman and Peterson
abstaining (i) unanimously determined that this Agreement
and the transactions contemplated hereby, including the
Merger, are fair to and in the best interest of the
Company's stockholders, (ii) unanimously approved this
Agreement and the transactions contemplated hereby,
including the Merger and the Voting Agreement, 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, and (iii) unanimously resolved to
recommend approval and adoption of this Agreement and the
Merger to its stockholders.  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 Merger is fair to
the holders of shares of common stock of the Company, par
value $0.05 per share (each, a "Share"), from a financial
point of view.  The Company has been advised that all of
its directors and executive officers intend to vote all of
their Shares in favor of approval and adoption of this
Agreement and the Merger.

Section 2.02.   Conversion of Shares. At the Effective Time:
(a)    each Share 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. ("Merger Co. Common Stock")
outstanding immediately prior to the Effective Time shall
be converted into and become one share of common stock,
par value $0.05 per share ("Surviving Corporation Common
Stock"), of the Surviving Corporation with the same
rights, powers and privileges as the shares so converted;
and
(c)    each Share outstanding immediately prior to
the Effective Time shall, except as otherwise provided in
Section 2.02(a) or as provided in Section 2.04 with
respect to Shares as to which appraisal rights have been
exercised, be converted into the right to receive in cash
from Merger Co. an amount equal to $22.25 (the "Merger
Consideration").

Section 2.03.   Surrender and Payment.  (a) Prior to the
mailing of the Company Proxy Statement (as defined in
Section 4.09), Parent shall appoint an agent (the
"Exchange Agent") for the purpose of exchanging
certificates representing Shares 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 paid in respect of the Shares.  For
purposes of determining the Merger Consideration to be
made available, Parent shall assume that no holder of
Shares will perfect appraisal rights with respect to such
Shares.  Promptly after the Effective Time, the Surviving
Corporation will send, or will cause the Exchange Agent to
send, to each holder of Shares 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 to the
Exchange Agent).
(b)    Each holder of Shares 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, together with a
properly completed letter of transmittal covering such
Shares, will be entitled to receive the Merger
Consideration payable in respect of such Shares.  Until so
surrendered, each such certificate shall, after the
Effective Time, represent for all purposes, only the right
to receive such Merger Consideration.  No interest will be
paid or will accrue on the Merger Consideration.
(c)    If any portion of the Merger Consideration is
to be paid to a Person other than the registered holder of
the Shares represented by the certificate or certificates
surrendered in exchange therefor, it shall be a condition
to such payment 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 payment shall pay to the Exchange Agent any transfer
or other taxes required as a result of such payment to a
Person other than the registered holder of such Shares 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.
(d)    After the Effective Time, there shall be no
further registration of transfers of Shares.  If, after
the Effective Time, certificates representing Shares 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 2.
(e)    Any portion of the Merger Consideration made
available to the Exchange Agent pursuant to Section
2.03(a) that remains unclaimed by the holders of Shares
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 for the Merger
Consideration in accordance with this Section prior to
that time shall thereafter look only to the Surviving
Corporation for payment of the Merger Consideration in
respect of his Shares.  Notwithstanding the foregoing, the
Surviving Corporation shall not be liable to any holder of
Shares for any amount paid to a public official pursuant
to applicable abandoned property laws.   Any amounts
remaining unclaimed by holders of Shares two years after
the Effective Time (or such earlier date immediately prior
to such time as such amounts would otherwise escheat to or
become property of any governmental entity) shall, to the
extent permitted by applicable law, become the property of
the Surviving Corporation free and clear of any claims or
interest of any Person previously entitled thereto.
(f)    Any portion of the Merger Consideration made
available to the Exchange Agent pursuant to Section
2.03(a) to pay for Shares for which appraisal rights have
been perfected shall be returned to the Surviving
Corporation, upon demand.

Section 2.04.   Dissenting Shares.  Notwithstanding Section
2.02, Shares which are issued and outstanding immediately
prior to the Effective Time and which are held by a holder
who has not voted such Shares 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 ("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 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 or lost his right to
appraisal and payment for his Shares 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 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 2.02 hereof.
 The Company shall give Parent prompt notice of any
demands received by the Company for appraisal of Shares,
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 2.05.   Stock Options.  (a) At or immediately prior
to the Effective Time, each outstanding employee and
director stock option to purchase Shares (each an
"Option") granted under any employee stock option or
compensation plan or arrangement of the Company shall be
canceled, and each holder of any such Option, whether or
not then vested or exercisable, shall be paid, subject to
any required withholding of taxes, by the Surviving
Corporation promptly after the Effective Time for each
such Option an amount determined by multiplying (i) the
excess, if any, of $22.25 per Share over the applicable
exercise price of such Option by (ii) the number of Shares
such holder could have purchased (assuming full vesting of
all Options) had such holder exercised such Option in full
immediately prior to the Effective Time.  Notwithstanding
the foregoing, the parties hereto may agree prior to the
Effective Time that all or a portion of the Options shall
not be canceled as provided in the previous sentence, but
shall be converted into options to purchase stock of the
Surviving Corporation in compliance with the requirements
of Section 424 of the Code and the regulations thereunder.
(a)    Prior to the Effective Time, the Company shall
take all actions necessary (to the extent permitted) to
accomplish the transactions described in Section 2.05(a),
including, to the extent necessary, making any amendments
to the terms of any such employee stock option or
compensation plan or arrangement of the Company.

Section 2.06.   Withholding Rights.  Each of the Surviving
Corporation and Parent shall be entitled to deduct and
withhold from the consideration otherwise payable to any
Person pursuant to this Article 2 such amount as it is
required to deduct and withhold with respect to the making
of such payment 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
in respect of which the Surviving Corporation or Parent
made such deduction and withholding.


ARTICLE 3
THE SURVIVING CORPORATION

Section 3.01.   Certificate of Incorporation.  The
certificate of incorporation of the Company in effect at
the Effective Time shall be the certificate of
incorporation of the Surviving Corporation until amended
in accordance with applicable law.

Section 3.02.   Bylaws.  The bylaws of Parent in effect at
the Effective Time shall be the bylaws of the Surviving
Corporation until amended in accordance with applicable
law.

Section 3.03.   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 4
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 4.01.   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 to Parent true and complete copies of the
Company's certificate of incorporation and bylaws as
currently in effect.

Section 4.02.   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, have been duly authorized by
all necessary corporate and stockholder action under the
Company's constituent documents and the Delaware Law.
This Agreement constitutes a valid and binding agreement
of the Company.

Section 4.03.   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"); and (c)
compliance with any applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder (the "Exchange
Act").

Section 4.04.   Non-contravention.  Except as set forth in
Schedule 4.04, 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 4.03,
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 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 4.04(b), 4.04(c) and 4.04(d)
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.

Section 4.05.   Capitalization.  The authorized capital stock
of the Company consists of 200,000,000 shares of common
stock, par value $.05 per share (the "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 September 28, 2000, there were outstanding
105,575,778 shares of Common Stock and no shares of
Preferred Stock.  As of the close of business on September
22, 2000, there were outstanding stock options to purchase
an aggregate of 4,986,039 Shares (of which options to
purchase an aggregate of 2,541,525 Shares 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 4.05 and this Section and except for changes
since September 29, 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 4.05(a), 4.05(b) and 4.05(c) 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 4.06.   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 4.06.
(b)    Except as set forth in Schedule 4.06, 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 items in clauses 4.06(b)(i) and
4.06(b)(ii) 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 4.07.   SEC Filings.  (a) The Company has delivered
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 June 24, 2000 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 Securities and Exchange
Commission (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, 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 4.08.   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 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 4.09.   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, the proxy or information statement of
the Company containing information required by Regulation
14A under the Exchange Act and, if applicable, Rule 13e-3
and Schedule 13E-3 under the Exchange Act (the "Company
Proxy Statement"), if any, to be filed with the SEC in
connection with 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 the Company by Parent in writing specifically for
inclusion in the Company Disclosure Documents.
(b)    At the time the Company Proxy Statement or any
amendment or supplement thereto is first mailed to
stockholders of the Company, at the time such stockholders
vote on adoption of this Agreement and at the Effective
Time, 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 4.09(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)    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 7.01) will not, at the
time of the filing thereof, at the time of any
distribution thereof and at the time of the meeting of the
Company's stockholders, 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 4.10.   Absence of Certain Changes.  Except as set
forth in Schedule 4.10 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;
(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
the case of clauses (iii) and (iv) 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 4.11.   No Undisclosed Material Liabilities.  Except
as set forth in Schedule 4.11, the Company 10-K or the
Company 1O-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 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 4.12.   Litigation.  Except as set forth in Schedule
4.12, 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 4.13.   Taxes.  (a) Except as set forth in Schedule
4.13 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 been filed;
(iii) the charges, accruals and reserves for
taxes with respect to the Company and any Subsidiary for
any Pre-Closing Tax Period (including any Pre-Closing Tax
Period for which no Return has yet been filed) reflected
on the Balance Sheet (excluding any provision for deferred
income taxes) are adequate to cover such taxes as of the
Balance Sheet Date;
(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 4.13, 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;
(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 4.13, "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 4.14.   ERISA.  (a) Schedule 4.14 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 4.14, "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").
(b)    Schedule 4.14 separately identifies each
Employee Plan that is subject to Title IV of ERISA (other
than a Multiemployer Plan, as defined below) (a "Title IV
Plan").  Schedule 4.14 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 Closing Date
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.
(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 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)    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.
(g)    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 4.14(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, "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 4.15.   Labor Matters.  Except as set forth in
Schedule 4.15 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.
(b)    Except to the extent set forth in Schedule
4.15 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
4.15 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 4.16.   Compliance with Laws.  Except to the extent
set forth in Schedules 4.11, 4.12 and 4.19, 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 4.17.   Licenses and Permits.  Except as set forth on
Schedule 4.17 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 4.18.   Intellectual Property.  Except as set forth
in Schedule 4.18, 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, "Intellectual
Property Right" means any trademark, service mark, trade
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 4.19.   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 4.19, 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 4.19(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 4.19, 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 4.19, 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 4.19, 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.
"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 4.20.   Finders' Fees.  Except for J.P. Morgan
Securities Inc., a copy of whose engagement agreement has
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 4.21.   Inapplicability of Certain Restrictions.  The
Company has taken all action necessary to exempt the
Merger, this Agreement, and the transactions contemplated
hereby from Section 203 of the Delaware Law.  Except to
the extent otherwise provided in the condition set forth
in Section 9.03(c), the adoption of this Agreement by the
affirmative vote of the holders of Shares entitling such
holders to exercise at least a majority of the voting
power of the Shares 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 4.22.   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 5
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 5.01.   Corporate Existence and Power.  Each of
Parent and Merger Co. 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.  Since the date of its incorporation, neither
Parent nor Merger Co. has engaged in any activities other
than in connection with or as contemplated by this
Agreement or in connection with arranging any financing
required to consummate the transactions contemplated
hereby.

Section 5.02.   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 5.03.   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; and (c) compliance
with any applicable requirements of the Exchange Act.

Section 5.04.   Non-contravention. 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 5.03, contravene or conflict with any provision of
law, regulation, judgment, order or decree binding upon
Parent or Merger Co., 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 agreement, contract or
other instrument binding upon Parent or Merger Co..

Section 5.05.   Disclosure Documents.  (a) The information
with respect to Parent and its subsidiaries that Parent
furnishes to the Company in writing specifically for use
in any Company Disclosure Document 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 (i) in the case of
the Company Proxy Statement at the time the Company Proxy
Statement or any amendment or supplement thereto is first
mailed to stockholders of the Company, at the time the
stockholders vote on adoption of this Agreement and at the
Effective Time, and (ii) in the case of any Company
Disclosure Document other than the Company Proxy
Statement, at the time of the filing thereof and at the
time of any distribution thereof.
(b)    The Parent Disclosure Documents, when filed,
will comply as to form in all material respects with the
applicable requirements of the Exchange Act and will not
at the time of the filing thereof, at the time of any
distribution thereof or at the time of the meeting of the
Company's stockholders, contain any untrue statement of a
material fact or omit to state any material fact necessary
to make the statements made therein, in the light of the
circumstances under which they were made, not misleading,
provided, that this representation and warranty will not
apply to statements or omissions in the Parent Disclosure
Documents based upon information furnished to Parent in
writing by the Company specifically for use therein.

Section 5.06.   Finders' Fees.  Except for Donaldson, Lufkin
& Jenrette Securities Corporation ("DLJSC"), 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 5.07.   Financing.  The Company has received copies
of (a) a commitment letter dated October 1, 2000 from
DLJMB and certain of its affiliated funds and entities,
and certain other Persons pursuant to which each of the
foregoing has committed, subject to the terms and
conditions set forth therein, to purchase equity
securities and debt securities of Parent for an aggregate
amount equal to $1,194.2 million, (b) a letter dated
October 1, 2000 from DLJ Bridge Finance Inc. ("DLJ Bridge
Fund") pursuant to which DLJ Bridge Fund has committed,
subject to the terms and conditions set forth therein, to
purchase senior unsecured bridge notes of Merger Co. in
the aggregate principal amount of up to $500.0 million and
senior subordinated bridge notes of Merger Co. in the
aggregate principal amount of up to $400.0 million, and
(c) a letter dated October 1, 2000 from DLJ Capital
Funding, Inc. ("DLJ Senior Debt Fund") pursuant to which
DLJ Senior Debt Fund has committed, subject to the terms
and conditions set forth therein, to enter into one or
more credit agreements providing for senior terms loans to
Merger Co. of up to an aggregate of $1,150.0 million and
senior revolving loans of up to $500.0 million.  As used
in this Agreement, the aforementioned entities shall
hereinafter be referred to as the "Financing Entities,"
the commitments referred to above shall be referred to as
the "Financing Agreements" and the financing to be
provided thereunder shall be referred to as the
"Financing."  The aggregate proceeds of the Financing are
in an amount sufficient to consummate the transactions
contemplated hereby, including, without limitation, to pay
the Merger Consideration, to repay certain existing
indebtedness of the Company and its Subsidiaries, together
with any interest, premium or penalties payable in
connection therewith, but excluding the 7.95% senior notes
due 2010, the 7.45% senior notes due 2007, the 6.125%
senior notes due 2006, and the 7.125% senior notes due
2026 and certain existing capital leases, to provide a
reasonable amount of working capital financing and to pay
related fees and expenses (such amounts, the "Required
Amounts").  As of the date hereof, none of the letters
relating to the Financing referred to above has been
withdrawn and Parent does not know of any facts or
circumstances that may reasonably be expected to result in
any of the conditions set forth in the letters relating to
the Financing not being satisfied.  Parent believes that
the Financing will not create any liability to the
directors and stockholders of the Company under any
federal or state fraudulent conveyance or transfer law.
Parent further believes that, upon the consummation of the
transactions contemplated hereby, including, without
limitation, the Financing, (i) the Surviving Corporation
(A) will not be insolvent, (B) will not be left with
unreasonably small capital and (C) will not have incurred
debts beyond its ability to pay such debts as they mature,
and (ii) the capital of the Company will not be impaired.

Section 5.08.   Ownership of Shares.  (a) As of the date
hereof, neither Parent nor Merger Co. beneficially owns
any Shares, other than pursuant to or as a result of (i)
the Voting Agreement and (ii) that certain letter
agreement dated as of the date hereof by and among DLJ
Merchant Banking III, Inc. and the Stockholders,
substantially in the form furnished to Parent.
(b)    As of the date hereof, the Stockholders do not
beneficially own any Shares except pursuant to, as a
result of, or as disclosed in the Voting Agreement
(including the schedules thereto).

Section 5.09.   Ownership of Parent Stock.  (a) As of the
date of execution of this Agreement, the proposed equity
commitment of each proposed shareholder of Parent as of
the Effective Time is as set forth in Schedule 5.09(a).
(b)    Except as set forth in Schedule 5.09(b), as of
the date hereof, there are no arrangements, understandings
or agreements between any of Parent, Merger Co., DLJMB or
any of their affiliates on the one hand, and any
directors, officers or employees of the Company or any
Subsidiary or any stockholder of the Company on the other
hand, relating to the transactions contemplated hereby.


ARTICLE 6
COVENANTS OF THE COMPANY

Section 6.01.   Conduct of the Company.  From the date hereof
until the Effective Time, 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, 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:
(a)    adopt or propose any change in its certificate
of incorporation or bylaws;
(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 $20 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 $125 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 $125 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 $10 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) authorize any new capital expenditures
which, individually or in the aggregate, would cause total
capital expenditures for the calendar year 2000 and the
first quarter of calendar year 2001 to exceed $565
million.
(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 which is owned directly or indirectly by
the Company, or, other than consistent with its past
practice of acquiring Shares to meet its obligation to
reserve and issue Shares 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 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 6.01, 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)    other than in the ordinary course of business
consistent with past practice and except as set forth in
Schedule 6.01, make or change any material tax election or
settle or compromise any material income tax liability;
(g)    except as set forth in Schedule 6.01, approve
any new labor agreements;
(h)    take any action other than in the ordinary
course of business and consistent with past practices with
respect to accounting policies or procedures;
(i)    agree or commit to do any of the foregoing; or
(j)    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 6.02.   Stockholder Meeting; Proxy Material.  The
Company shall cause a meeting of its stockholders (the
"Company Stockholder Meeting") to be duly called and held
as soon as reasonably practicable for the purpose of
voting on the approval and adoption of this Agreement and
the Merger.  Subject to Section 6.04, 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.
In connection with such meeting, the Company (a) will
promptly prepare and file with the SEC, will use its
reasonable best efforts to have cleared by the SEC and
will thereafter mail to its stockholders as promptly as
practicable the Company Proxy Statement and all other
proxy materials for such meeting, (b) subject to Section
6.04, will use its reasonable best efforts to obtain the
necessary approvals by its stockholders of this Agreement
and the transactions contemplated hereby and (c) will
otherwise comply with all legal requirements applicable to
such meeting.

Section 6.03.   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 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 Agreement and (ii) Parent shall inform the
Representatives receiving such information of the terms of
the Confidentiality Agreement and shall be responsible for
any breach by such Representatives of such Confidentiality
Agreement; and provided further that no investigation
pursuant to this Section shall affect any representation
or warranty given by the Company to Parent hereunder.

Section 6.04.   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 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 6.02 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 6.04, (ii) the Company has received an
unsolicited Acquisition Proposal which the Board of
Directors of the Company 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 6.04, 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 Merger contemplated by this Agreement.
"Superior Proposal" means any bona fide written Acquisition
Proposal which (i) the Board of Directors of the Company
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 a Payment Event (as hereinafter defined)
occurs, the Company shall pay to Parent, if pursuant to
(x) below, simultaneously with the occurrence of such
Payment Event or, if pursuant to (y) below, within two
business days following such Payment Event, a fee of
$59,000,000 (the "Termination Fee").
"Payment Event" means (x) the termination of this Agreement
by the Company or Parent pursuant to Sections 10.01 (d) or
(e); or (y) the termination of this Agreement pursuant to
Section 10.01(b) or (f) if at the time of such termination
(or, in the case of a termination pursuant to Section
10.01(f), 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 $ 22.25 per Share, 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 value than
such Acquisition Proposal.
(c)    Upon the termination of this Agreement
pursuant to Sections 10.01(d), (e) or (f) the Company
shall reimburse Parent and its affiliates not later than
two business days after submission of reasonable
documentation thereof for 100% of their documented out-of-
pocket fees and expenses (including, without limitation,
the reasonable fees and expenses of their counsel and
investment banking fees), actually incurred by any of them
or on their behalf in connection with this Agreement and
the transactions contemplated hereby and the arrangement
of, obtaining the commitment to provide or obtaining the
Financing for the transactions contemplated by this
Agreement (including fees payable to the Financing
Entities and their respective counsel) subject to a
maximum reimbursement amount of $7,500,000.
(d)    The Company acknowledges that the agreements
contained in this Section 6.04 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 6.04, 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 6.04, the Company shall
also pay to Parent its costs and expenses incurred in
connection with such litigation.
(e)    This Section 6.04 shall survive any
termination of this Agreement, however caused, except a
termination pursuant to Section 10.01(a) or (c).

Section 6.05.   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 4.12 or which
relate to the consummation of the transactions
contemplated by this Agreement.

Section 6.06.   Resignation of Directors.  Prior to the
Effective Time, the Company shall deliver to Parent
evidence satisfactory to Parent of the resignation of all
directors of the Company (except as requested by Parent)
effective at the Effective Time.


ARTICLE 7
COVENANTS OF PARENT
Parent agrees that:

Section 7.01.   SEC Filings.  As soon as practicable after
the date of announcement of the execution of the Merger
Agreement, Parent shall file (separately, or as part of
the Company Proxy Statement) with the SEC, if required, a
Rule 13E-3 Transaction Statement (the "Transaction
Statement") with respect to the Merger (together with any
supplements or amendments thereto, collectively the
"Parent Disclosure Documents").  Parent and the Company
each agrees to correct any information provided by it for
use in the Parent Disclosure Documents if and to the
extent that it shall have become false or misleading in
any material respect.  Parent agrees to take all steps
necessary to cause the Parent Disclosure Documents as so
corrected to be filed with the SEC and to be disseminated
to holders of Shares, 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 each Parent Disclosure Document
prior to its being filed with the SEC.

Section 7.02.   Confidentiality.  The Confidentiality
Agreement dated July 5, 2000 between the Company and DLJ
Merchant Banking III, Inc. (the "Confidentiality
Agreement") shall continue in full force and effect prior
to the Effective Time and after any termination of this
Agreement.

Section 7.03.   Voting of Shares.  Parent agrees to vote all
Shares beneficially owned by it in favor of adoption of
this Agreement at the Company Stockholder Meeting.

Section 7.04.   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 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 7.05.   Employee Matters.  Parent agrees that, for at
least one year from the Effective Time, 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 the Company and its Subsidiaries to their
employees (other than any stock option or other equity
based incentive plan currently provided by the Company);
provided, however, that this Section 7.05 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 7.06.   Financing.  Parent shall use its reasonable
best efforts to obtain the Financing.  In the event that
any portion of such Financing becomes unavailable,
regardless of the reason therefor, Parent will use its
reasonable best efforts to obtain alternative financing on
substantially comparable or more favorable terms from
other sources.

Section 7.07.   Other Arrangements.  Parent shall promptly
notify the Company of any arrangements, understandings or
agreements entered into prior to the Company Stockholder
Meeting between Parent, Merger Co., DLJMB or any of their
affiliates on the one hand, and any directors, officers or
employees of the Company or any Subsidiary or any
stockholder of the Company on the other hand, relating to
the transactions contemplated hereby.

Section 7.08.   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 7.09.   Amendments to the Voting Agreement.  Neither
Parent nor Merger Co. will agree to any amendment of, or
waiver of compliance with, clauses 4(iii) or 15 of the
Voting Agreement, without the prior written consent of the
Company.

Section 7.10.   Acquisitions of Shares.  Neither Parent nor
Merger Co. will acquire any Shares prior to the Closing or
the termination of this Agreement, other than Shares owned
beneficially by any Stockholder.

Section 7.11.   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.


ARTICLE 8
COVENANTS OF PARENT AND THE COMPANY
The parties hereto agree that:

Section 8.01.   Best Efforts.  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 6.04, 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 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
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
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
Merger and the other transactions contemplated by this
Agreement.  Each of Parent and the Company shall use its
best efforts to eliminate any impediment under any
antitrust, competition or trade regulation laws that may
be asserted by any governmental entity with respect to the
Merger so as to enable the Closing to occur as soon as
reasonably practicable, which, in the case of Parent,
shall be construed to include the reallocation of the
proposed ownership by stockholders of Parent other than
DLJMB and its affiliates so as to address any such
impediment.

Section 8.02.   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 by the SEC, in each case
as promptly as practicable.
(b)    The Company agrees to provide all necessary
and reasonable cooperation, in connection with the
arrangement of any financing to be consummated
contemporaneous with the consummation of the Merger
including without limitation, (x) allowing the
participation by its officers in meetings, due diligence
sessions and road shows, (y) the preparation of offering
memoranda, private placement memoranda, prospectuses and
similar documents, and (z) the execution and delivery of
any commitment letters, underwriting or placement
agreements, registration statements, pledge and security
documents, other definitive financing documents, or other
requested certificates or documents, including allowing
for a certificate of the chief financial officer of the
Company with respect to solvency matters, comfort letters
of accountants and legal opinions as may be reasonably
requested by Parent; provided that the Company shall not
be liable for any fees or expenses incurred in connection
with such activities in the event that the Merger is not
consummated.
(c)    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 8.03.   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 8.04.   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 9
CONDITIONS TO THE MERGER

Section 9.01.   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 in accordance with Delaware
Law;
(b)    any applicable waiting period under the HSR
Act relating to the Merger shall have expired or been
terminated;
(c)    no provision of any applicable law or
regulation and no judgment, injunction, order of 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; and
(d)    All consents, approvals and licenses of any
governmental or other regulatory body required in
connection with the execution, delivery and performance of
this Agreement and for the Surviving Corporation to
conduct the business of the Company in substantially the
manner now conducted, shall have been obtained, unless the
failure to obtain such consents, authorizations, orders or
approvals would not have a Material Adverse Effect after
giving effect to the transactions contemplated by this
Agreement (including the Financing).

Section 9.02.   Conditions to the Obligations of Parent and
Merger Co..  The obligations of Parent and Merger Co. to
consummate the Merger are subject to the satisfaction or
waiver by Parent of the following further conditions:
(a)    (i) the Company shall have performed in all
material respects all of its obligations hereunder
required to be performed by it at or prior to the
Effective Time, (ii) except as affected by actions
specifically permitted by this Agreement, the
representations and warranties of the Company contained in
this Agreement and in any certificate or other writing
delivered by the Company pursuant hereto (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, 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 made as of a specified date which shall be
required to be true as of such specified date) and (iii)
Parent shall have received a certificate signed on behalf
of the Company by the President or any Vice President of
the Company to the foregoing effect;
(b)    there shall not be instituted or pending any
action or proceeding by any government or governmental
authority or agency or any action or proceeding by any
other person that has a reasonable likelihood of success,
before any court or governmental authority or agency, (i)
challenging or seeking to make illegal, to delay
materially or otherwise directly or indirectly to restrain
or prohibit the consummation of the Merger or seeking to
obtain material damages or otherwise directly or
indirectly relating to the transactions contemplated by
this Agreement, (ii) seeking to restrain or prohibit
Parent's ownership or operation (or that of its
subsidiaries or affiliates) of all or any material portion
of the business or assets of the Company and its
Subsidiaries, taken as a whole, or of Parent and its
subsidiaries, taken as a whole, or to compel Parent or any
of its subsidiaries or affiliates to dispose of or hold
separate all or any material portion of the business or
assets of the Company and its Subsidiaries, taken as a
whole, or of Parent and its subsidiaries, taken as a
whole, (iii) seeking to impose or confirm material
limitations on the ability of Parent or any of its
subsidiaries or affiliates to effectively control the
business or operations of the Company and its
Subsidiaries, taken as a whole, or the ability of Parent
or any of its subsidiaries or affiliates effectively to
exercise full rights of ownership of any shares of the
Company or any of its Subsidiaries or affiliates on all
matters properly presented to the Company's stockholders,
or (iv) seeking to require divestiture by Parent or any of
its subsidiaries or affiliates of any shares of the
Company, and no court, arbitrator or governmental body,
agency or official shall have issued any judgment, order,
decree or injunction, and there shall not be any statute,
rule or regulation proposed, adopted or enacted, that is
likely, directly or indirectly, to result in any of the
consequences referred to in the preceding clauses (i)
through (iv);
(c)    Parent shall have received all documents it
may reasonably request relating to the existence of the
Company and the Subsidiaries and the authority of the
Company for this Agreement, all in form and substance
satisfactory to Parent;
(d)    funds in an amount at least equal to the
Required Amounts shall have been made available to Parent
and Merger Co. as contemplated in Section 5.07;
(e)    the holders of not more than 5% of the
outstanding Shares shall have demanded appraisal of their
Shares in accordance with Delaware Law;
(f)    any consent or approval required under the
agreements, contracts or other instruments listed on
Schedule 9.02 as a result of the execution of this
Agreement or the transactions contemplated hereby have
been received by the Company, and no such consent or
approval shall have been revoked;
(g)    total indebtedness (long and short term), net
of cash and marketable securities, of the Company and its
Subsidiaries as of the Effective Time shall not exceed
$1.5 billion; and
(h)    the Company shall not have revalued any of its
assets, including, without limitation, writing down the
value of inventory in any manner or writing-off notes or
accounts receivable in any manner if the effect of such
revaluation would reasonably be expected to be a Material
Adverse Effect.

Section 9.03.   Condition to the Obligation of the Company.
The obligation of the Company to consummate the Merger is
subject to the satisfaction of the following further
conditions:
(a)    (i) Each of Parent and Merger Co. shall have
performed in all material respects all of its obligations
hereunder required to be performed by it at or prior to
the Effective Time, (ii) except as affected by actions
specifically permitted by this Agreement, the
representations and warranties of Parent contained in this
Agreement and in any certificate or other writing
delivered by Parent pursuant hereto (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 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 made
as of a specified date which shall be required to be true
as of such specified date) and (iii) the Company shall
have received a certificate signed by the President or any
Vice President of Parent to the foregoing effect.
(b)    The Board of Directors of the Company shall
have received advice reasonably satisfactory to the
Special Committee from an independent advisor (who may
also be advisor to the Financing Entities) selected with
reasonable care by or on behalf of the Company confirming
the belief of Parent set forth in the last sentence of
Section 5.07.
(c)    This Agreement shall have been approved by the
holders of a majority of the Shares voting (whether in
person or by proxy) at the Company Stockholder Meeting
other than Shares owned beneficially by any Person
identified in Schedule 9.03(c) or by an affiliate of any
such Person (except as to any such affiliate Shares owned
in a financing or advisory capacity).  This condition
shall not be waived by the Company unless (i) it has given
written notice of its intention to so waive to the
stockholders of the Company at least 10 business days
prior to the Company Stockholder Meeting, (ii) such notice
is filed with the SEC, if required, and (iii) if such
notice is so filed, it complies as to form in all material
respects with the applicable requirements of the Exchange
Act (except as to any information furnished to the Company
by Parent in writing specifically for inclusion in such
notice).


ARTICLE 10
TERMINATION

Section 10.01.   Termination. This Agreement may be
terminated and the Merger 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)    by either the Company or Parent, if the Merger
has not been consummated by March 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 this Agreement;
(c)    by either the Company or Parent, if there
shall be any law or regulation that makes consummation of
the Merger illegal or otherwise prohibited or if any
judgment, injunction, order or decree enjoining Parent or
the Company from consummating the Merger is entered and
such judgment, injunction, order or decree shall become
final and nonappealable;
(d)    by Parent 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 and the Merger or its recommendation
that stockholders of the Company adopt and approve this
Agreement and the Merger or approved, recommended or
endorsed any proposal for a transaction other than the
Merger (including a tender or exchange offer for Shares)
or 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 being
cleared by the SEC or failed to include in such statement
the recommendation referred to above;
(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 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 day period) and (ii) the Company prior
to such termination pursuant to this clause 10.01(e) pays
to Parent in immediately available funds the fees required
to be paid pursuant to Section 6.04.  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; and
(f)    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.
The party desiring to terminate this Agreement pursuant to
Sections 10.01(b)-10.01(f) shall give written notice of
such termination to the other party in accordance with
Section 11.01.

Section 10.02.   Effect of Termination.  If this Agreement is
terminated pursuant to Section 10.01, 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 6.04, 7.02, 10.02, 11.04 and 11.06 shall survive
the termination hereof.


ARTICLE 11
MISCELLANEOUS

Section 11.01.   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:
          Thompson Dean
          c/o DLJ Merchant Banking III, Inc.
          277 Park Avenue
          New York, NY  10172
          Telecopy: 212-892-7272

    with a copy to:

          George R. Bason, Jr.
          Davis Polk & Wardwell
          450 Lexington Avenue
          New York, New York  10017
          Telecopy: 212-450-4800

    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

         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 11.02.   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, 7.05, 11.04 and
11.06.

Section 11.03.   Amendments; No Waivers.  (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.

Section 11.04.   Expenses.  Except as provided in Section
6.04, all costs and expenses incurred in connection with
this Agreement shall be paid by the party incurring such
cost or expense.

Section 11.05.   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 45 present and
former officers and directors of the Company shall have
the rights set forth in Section 7.04 hereof.

Section 11.06.   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 11.07.   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.

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/ Robert L. Peterson
      --------------------------
	Name: Robert L. Peterson
	Title: Chairman and CEO

      RAWHIDE HOLDINGS CORPORATION



By:	 /S/ Ari Benacerraf
       -------------------------
       Name: Ari Benacerraf
	 Title: President
       RAWHIDE ACQUISITION CORPORATION



By:	 /S/ Ari Benacerraf
       -------------------------
       Name: Ari Benacerraf
	 Title: President
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 128761}]
{"company-data": {"conformed-name": "IBP INC", "cik": "0000052477", "assigned-sic": "2011", "irs-number": "420838666", "state-of-incorporation": "DE", "fiscal-year-end": "1226"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-06085", "film-number": "733670"}, "business-address": {"street1": "IBP AVE", "street2": "P O BOX 515", "city": "DAKOTA CITY", "state": "NE", "zip": "68731", "phone": "4024942061"}, "mail-address": {"street1": "IBP AVE", "street2": "P O BOX 515", "city": "DAKOTA CITY", "state": "NE", "zip": "68731"}, "former-company": [{"former-conformed-name": "IOWA BEEF PROCESSORS INC            /PRED/", "date-changed": "19821109"}, {"former-conformed-name": "IOWA BEEF PACKERS INC", "date-changed": "19701130"}]}
SECURITIES AND EXCHANGE COMMISSION

	                Washington, D.C.  20549

	          _____________________________________

	                      FORM 8 - K

	                    CURRENT REPORT

	         Pursuant to Section 13 or 15(d) of the
 	            Securities Exchange Act of 1934

	           Date of Report:  October 2, 2000

	          ____________________________________

	                      IBP, inc.

	Delaware Corporation           001-06085	       42-0838666
	(state or other jurisdiction	(Commission	      (IRS Employer
	of incorporation)	             File Number)	Identification No.)

	                    800 Stevens Port Drive
	                   Dakota Dunes, SD  57049

	             Telephone Number:  (605) 235-2061
                  ____________________________________

Exhibits.
The exhibit index is contained on page 4 of this filing.

ITEM 5.	Other Events

		DLJ Merchant Banking Partners III, L.P., ("DLJMBP"), a private equity fund
affiliated with Donaldson, Lufkin & Jenrette, Inc., has reached an agreement
with the IBP, inc. ("IBP") Board of Directors to acquire the stock of IBP.  The
agreement is subject to shareholder approval.  If approved, IBP will be merged
with Rawhide Acquisition Corporation ("Merger"), and each share of IBP common
stock outstanding immediately prior to the Merger will be converted into a right
to receive $22.25 in cash.  After completion of the Merger, DCJMBP and
affiliated funds will be the majority owner of IBP, and other investors will
include Archer Daniels Midland Company, Booth Creek Partners and certain IBP
management employees.

ITEM 7.	Financial Statements and Exhibits

(c)	Exhibits:

		The exhibits listed below are furnished in accordance with the provisions of
Item 601 of Regulation S-K.

	  2(a)  Press release dated October 2, 2000 announcing DLJ Merchant Banking
         Partnership III to Acquire IBP for $2.4 Billion in cash and the
         assumption and refinancing of approximately $1.4 Billion in debt.
	  2(b)  Agreement and Plan of Merger, dated as of October 1, 2000 among IBP
         inc., Rawhide Holdings Corporation and Rawhide Acquisition.

	SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the under-
signed hereunto duly authorized.

				IBP, inc.

Date:  October 2, 2000      		By: /S/ Sheila B. Hagen
                                  ----------------------
						                            Sheila B. Hagen

	 INDEX TO EXHIBITS

Exhibit Number In Rule
(Referenced to sequential
numbering system in Item
601 of Regulation S-K)	  Description of Exhibit	             Page Number

2(a)			        Press release dated October 2, 2000	      5
                 		  announcing DLJ Merchant Banking
		              Partnership III to Acquire IBP for
		              $2.4 Billion in cash and the
		              assumption and refinancing of
		              approximately $1.4 Billion in debt.

2(b)			        Agreement and Plan of Merger, dated as	      8
			        of October 1, 2000 among IBP, inc.
			        Rawhide Holdings Corporation and Rawhide
			        Acquisition

Exhibit 2(a)

DLJ MERCHANT BANKING PARTNERS III
TO ACQUIRE IBP FOR $3.8 BILLION

NEW YORK, NY, October 2, 2000--Donaldson, Lufkin & Jenrette,
Inc. (NYSE: DLJ) and IBP, inc. (NYSE: IBP), jointly
announced today that Rawhide Holdings Corporation, a
wholly owned subsidiary of DLJ Merchant Banking Partners
III, L.P., a private equity fund affiliated with
Donaldson, Lufkin & Jenrette, Inc., has reached an
agreement to acquire the stock of IBP for approximately
$2.4 billion in cash plus the refinancing and assumption
of approximately $1.4 billion in debt for total
consideration of approximately $3.8 billion.  Once the
purchase is completed in early 2001, DLJ Merchant Banking
Partners III and affiliated funds will become the majority
owner of IBP.  Other investors will include Archer Daniels
Midland Company (NYSE: ADM), Booth Creek Partners and
certain IBP management employees.

DLJ is one of the nation's leading integrated investment and
merchant banks.  IBP is the world's largest producer of
high quality fresh beef and pork and is a leading supplier
of premium, fully prepared meats and other consumer-ready
foods.

The agreement, reached late Sunday, provides that Rawhide
Acquisition Corporation, a wholly owned subsidiary of
Rawhide Holdings Corporation, will be merged with and into
IBP.  Each share of IBP common stock outstanding
immediately prior to the merger will be converted into the
right to receive $22.25 in cash.  The board of directors
of IBP, based on the unanimous recommendation of a special
committee composed of IBP directors not employed by IBP or
DLJ, has approved the transaction and recommended that IBP
shareholders approve the transaction.

There are currently approximately 106 million shares of IBP
common stock outstanding. IBP common stock is traded on
the New York Stock Exchange. The last reported sale price
of the common stock on Friday, September 22, 2000 was
$18.31.

Robert L. Peterson, Chairman and CEO of IBP, stated, "This
transaction allows stockholders to receive cash for all
their shares at a very attractive price.  Another
advantage is that DLJ Merchant Banking Partners III will
be an excellent source of capital for IBP to implement our
long-term business plan."  IBP management will remain in
place following the merger.  No changes in operations or
staffing are expected.

Thompson Dean, Managing Partner of DLJ Merchant Banking
Partners III, said, "We are excited to invest in a company
that has such exciting growth prospects as well as strong
management. We look forward to providing management with
the capital to aggressively grow these businesses."

-more-
The merger is subject to customary conditions, including
receipt of certain required government
approvals.  In addition, the transaction is subject to the
approval of holders of a majority of the shares of IBP
common stock voting at a special meeting, excluding those
shares held by persons who will have an interest in the
buyout entity.  IBP shareholders will receive a proxy in
the mail providing details about the acquisition, as well
as voting instructions.

J.P. Morgan advised the special committee of IBP and provided
a fairness opinion regarding the proposed transaction.

Donaldson, Lufkin & Jenrette is a leading integrated
investment and merchant bank serving institutional,
corporate, government and individual clients. DLJ's
businesses include securities underwriting; sales and
trading; investment and merchant banking; financial
advisory services; investment research; venture capital;
correspondent brokerage services; online, interactive
brokerage services; and asset management. Founded in 1959
and headquartered in New York City, DLJ employs
approximately 11,300 people worldwide and maintains
offices in 13 cities in the United States and 16 cities in
Europe, Latin America and Asia. The company has two
classes of common stock trading on the New York Stock
Exchange. Shares trading under the ticker symbol "DLJ"
represent Donaldson, Lufkin & Jenrette, Inc. Shares
trading under the ticker symbol "DIR" track the
performance of DLJdirect, its online brokerage business.
For more information on Donaldson, Lufkin & Jenrette,
refer to the company's web site (www.dlj.com).

Headquartered in Dakota Dunes, South Dakota, IBP has more
than 60 production sites in North America, joint venture
operations in China, Ireland and Russia and sales offices
throughout the world.  The company, which generated sales
of $14.1 billion in 1999, employs 49,000 people.

IBP has four business segments: the IBP Fresh Meats Company,
Foodbrands America, Inc., the Consumer Branded Products
Group and the IBP International Sales Company.

- The Fresh Meats Company produces boxed and case-ready beef
and pork products for grocery chains, meat distributors,
wholesalers, retailers, restaurants and other meat
processors.  Allied products such as hides for leather and
ingredients for cosmetics, pharmaceuticals and pet foods
are also produced by this operating unit.
- Foodbrands America is a network of companies involved in
the production of higher margin prepared foods such as
deli meats, bacon, sausage, pizza toppings, appetizers and
Mexican entrees.  These products are sold under a variety
of brand names to both retail and foodservice customers.
- The mission of the Consumer Branded Products Group is to
build the company's new Thomas E. Wilson master brand.
IBP is currently producing case-ready fresh beef and pork
under the Thomas E. Wilson label and is test marketing
cooked meats under the same name.  This unit also oversees
the production of bacon, hot dogs, lunch meats, hams and
sausage sold under several other retail brand names.
- The IBP International Sales Company coordinates IBP's
growing export of fresh meat products and is also
responsible for international marketing of products
produced by Foodbrands.

-more-
More information on IBP and its operations are available on
the company's web site (www.ibpinc.com).

IBP will be filing a proxy statement/prospectus and other
relevant documents concerning the transaction with the
SEC. Investors are urged to read the proxy
statement/prospectus when it becomes available and any
other relevant documents filed with the SEC because they
will contain important information. Investors will be able
to obtain the documents free of charge at the SEC's web
site (www.sec.gov).

####

	Contacts:		Gary Mickelson, IBP Public Affairs
Department, 605-235-2986
			Peter Cullum, Donaldson, Lufkin &
Jenrette, 212-892-3555

Exhibit 2(b)

          Agreement and Plan of Merger

               AGREEMENT AND PLAN OF MERGER
                       dated as of
                    October 1, 2000
                         among
                       IBP, INC.
             RAWHIDE HOLDINGS CORPORATI0N
                          and
            RAWHIDE ACQUISITION CORPORATION

TABLE OF CONTENTS
                                                     Page
ARTICLE 1
     DEFINITIONS
     Section 1.01.      Definitions	                         1

ARTICLE 2

     THE MERGER
     Section 2.01.	The Merger	                         3
     Section 2.02.     	Conversion of Shares	             4
     Section 2.03.	Surrender and Payment	             4
     Section 2.04.	Dissenting Shares	                   5
     Section 2.05.	Stock Options                        6
     Section 2.06.	Withholding Rights	             6

ARTICLE 3
     THE SURVIVING CORPORATION
     Section 3.01.	Certificate of Incorporation	       7
     Section 3.02.	Bylaws	                         7
     Section 3.03.	Directors and Officers	             7

ARTICLE 4
     REPRESENTATIONS AND WARRANTIES OF THE COMPANY
     Section 4.01.	Corporate Existence and Power	       7
     Section 4.02.	Corporate Authorization	             7
     Section 4.03.	Governmental Authorization	       7
     Section 4.04.	Non-contravention         	       8
     Section 4.05.	Capitalization	                   8
     Section 4.06.	Subsidiaries	                   9
     Section 4.07.	SEC Filings     	                   9
     Section 4.08	      Financial Statements	            10
     Section 4.09.	Disclosure Documents	            10
     Section 4.10.	Absence of Certain Changes	      11
     Section 4.11.	No Undisclosed Material Liabilities	12
     Section 4.12.	Litigation	                        13
     Section 4.13.	Taxes	                              13
     Section 4.14.	ERISA	                              14
     Section 4.15.	Labor Matters	                  16
     Section 4.16.	Compliance with Laws	            17
     Section 4.17.	Licenses and Permits	            17
     Section 4.18.	Intellectual Property	            17
     Section 4.19.	Environmental Matters	            18
     Section 4.20.	Finders' Fees	                  19
     Section 4.21.	Inapplicability of Certain
                         Restrictions	                  19
     Section 4.22.	Rights Plan	                        19

ARTICLE 5
     REPRESENTATIONS AND WARRANTIES OF PARENT
     Section 5.01.	Corporate Existence and Power	      20
     Section 5.02.	Corporate Authorization	            20
     Section 5.03.	Governmental Authorization	      20
     Section 5.04.	Non-contravention	                  20
     Section 5.05.	Disclosure Documents	            20
     Section 5.06.	Finders' Fees	                  21
     Section 5.07.	Financing	                        21
     Section 5.08.	Ownership of Shares	            22
     Section 5.09.	Ownership of Parent Stock	      22

ARTICLE 6
     COVENANTS OF THE COMPANY
     Section 6.01.	Conduct of the Company	            22
     Section 6.02.	Stockholder Meeting; Proxy Material	24
     Section 6.03.	Access to Information	            24
     Section 6.04.	Other Offers	                  25
     Section 6.05.	Notices of Certain Events	      27
     Section 6.06.	Resignation of Directors	      27

ARTICLE 7
     COVENANTS OF PARENT
     Section 7.01.	SEC Filings        	            27
     Section 7.02.	Confidentiality	                  28
     Section 7.03.	Voting of Shares	                  28
     Section 7.04.	Director and Officer Liability      28
     Section 7.05.	Employee Matters	                  28
     Section 7.08.	Financing	                        28
     Section 7.07.	Other Arrangements	            29
     Section 7.08.	Obligations of Merger Co.	      29
     Section 7.09.	Amendments to the Voting Agreement	29
     Section 7.10.	Acquisitions of Shares	            29
     Section 7.11.	Notices of Certain Events	      29

ARTICLE 8
     COVENANTS OF PARENT AND THE COMPANY
     Section 8.01.	Best Efforts	                  29
     Section 8.02.	Certain Filings	                  30
     Section 8.03.	Public Announcements	            31
     Section 8.04.	Further Assurances	            31

ARTICLE 9
     CONDITIONS TO THE MERGER
     Section 9.01.	Conditions to the Obligations of Each Party 31
     Section 9.02.	Conditions to the Obligations of Parent and
                         Merger Co.	                                31
     Section 9.03.	Condition to the Obligation of the Company  33

ARTICLE 10
     TERMINATION
     Section 10.01.	Termination      	                         34
     Section 10.02	Effect of Termination                      35

ARTICLE 11
     MISCELLANEOUS
     Section 11.01.	Notices	                               35
     Section 11.02.	Survival of Representations and Warranties 36
     Section 11.03.	Amendments; No Waivers	                   36
     Section 11.04.	Expenses	                               37
     Section 11.05.	Successors and Assigns; Benefit	       37
     Section 11.06.	Governing Law	                         37
     Section 11.07.	Counterparts; Effectiveness                37

AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of October 1, 2000
among IBP, inc., a Delaware corporation (the "Company"),
Rawhide Holdings Corporation, a Delaware corporation
("Parent"), and Rawhide 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, as of the date of execution of this Agreement, all
of the outstanding capital stock of Parent is owned, in
the aggregate, by DLJ Merchant Banking Partners III, L.P.
("DLJMB");
WHEREAS, Parent and Merger Co. are unwilling to enter into
this Agreement unless, contemporaneously with the
execution and delivery of this Agreement, certain
beneficial and record stockholders of the Company (the
"Stockholders") enter into a Voting Agreement and
Irrevocable Proxy (the "Voting Agreement") providing for
certain actions relating to certain of the shares of
common stock of the Company owned by them; and
WHEREAS, Parent and the Company desire to make certain
representations, warranties, covenants and agreements in
connection with the Merger (as defined in Section 2.01)
and also to prescribe certain conditions to the Merger;
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements
herein contained, the parties hereto agree as follows:
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                           6.04
Balance Sheet	                             4.08
Balance Sheet Date	                       4.08
Code	                                         4.14
Common Stock	                             4.05
Company Disclosure Documents	                 4.09
Company Proxy Statement	                       4.09
Company Stockholder Meeting	                 6.02
Company Securities	                       4.05
Company 10-K	                             4.07
Company 10-Qs	                             4.07
Confidentiality Agreement	                 7.02
Delaware Law	                             2.01
Dissenting Shares	                             2.04
DLJ Bridge Fund	                             5.07
DLJ Senior Debt Fund	                       5.07
DLJMB	                                       recitals
DLJSC	                                         5.06
Effective Time	                             2.01
Exchange Act	                             4.03
Exchange Agent	                             2.03
Employee Plans	                             4.14
Environmental Laws	                       4.19
Environmental Permits	                       4.19
ERISA	                                         4.14
ERISA Affiliate	                             4.14
Exchange Agent	                             2.03
Financing	                                   5.07
Financing Agreements	                       5.07
Financing Entities	                       5.07
Hazardous Substances	                       4.19
HSR Act	                                   4.03
Intellectual Property Right	                 4.18
International Plan	                       4.14
Lien	                                         4.04
Material Adverse Effect	                       4.01
Merger	                                   2.01
Merger Co. Common Stock	                       2.02
Merger Consideration	                       2.02
Multiemployer Plan	                       4.14
Option	                                   2.05
Parent Disclosure Documents	                 7.01
Payment Event	                             6.04
Permits	                                   4.17
Person	                                   2.03 and 6.04
Pre-Closing Tax Period	                       4.13
Preferred Stock	                             4.05
Representatives	                             6.03
Required Amounts	                             5.07
Returns	                                   4.13
SEC	                                         4.07
Share	                                         2.01
Special Committee	                             2.01
Stockholders	                             recitals
Subsidiary	                                   4.06
Subsidiary Securities	                       4.06
Superior Proposal	                             6.04
Surviving Corporation	                       2.01
Surviving Corporation Common Stock	           2.02
Tax Asset	                                   4.13
Termination Fee	                             6.04
Title IV Plan	                             4.14
Transaction Statement	                       7.01
Voting Agreement	                             recitals

ARTICLE 2
THE MERGER
Section 2.01.   The Merger.  (a) At the Effective Time (as
defined below), Merger Co. shall be merged (the "Merger")
with and into the Company in accordance with Delaware Law
(as defined below), whereupon the separate existence of
Merger Co. shall cease, and the Company shall be the
surviving corporation (the "Surviving Corporation").
(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.
(d)    The Company hereby represents that its Board
of Directors, at a meeting duly called and held and acting
on the unanimous recommendation of a special committee of
the Board of Directors of the Company comprised of all of
the members of the Board of Directors other than Messrs.
Bond, Chalsty, Leman and Peterson (the "Special
Committee"), has with Messrs. Bond, Leman and Peterson
abstaining (i) unanimously determined that this Agreement
and the transactions contemplated hereby, including the
Merger, are fair to and in the best interest of the
Company's stockholders, (ii) unanimously approved this
Agreement and the transactions contemplated hereby,
including the Merger and the Voting Agreement, 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, and (iii) unanimously resolved to
recommend approval and adoption of this Agreement and the
Merger to its stockholders.  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 Merger is fair to
the holders of shares of common stock of the Company, par
value $0.05 per share (each, a "Share"), from a financial
point of view.  The Company has been advised that all of
its directors and executive officers intend to vote all of
their Shares in favor of approval and adoption of this
Agreement and the Merger.

Section 2.02.   Conversion of Shares. At the Effective Time:
(a)    each Share 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. ("Merger Co. Common Stock")
outstanding immediately prior to the Effective Time shall
be converted into and become one share of common stock,
par value $0.05 per share ("Surviving Corporation Common
Stock"), of the Surviving Corporation with the same
rights, powers and privileges as the shares so converted;
and
(c)    each Share outstanding immediately prior to
the Effective Time shall, except as otherwise provided in
Section 2.02(a) or as provided in Section 2.04 with
respect to Shares as to which appraisal rights have been
exercised, be converted into the right to receive in cash
from Merger Co. an amount equal to $22.25 (the "Merger
Consideration").

Section 2.03.   Surrender and Payment.  (a) Prior to the
mailing of the Company Proxy Statement (as defined in
Section 4.09), Parent shall appoint an agent (the
"Exchange Agent") for the purpose of exchanging
certificates representing Shares 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 paid in respect of the Shares.  For
purposes of determining the Merger Consideration to be
made available, Parent shall assume that no holder of
Shares will perfect appraisal rights with respect to such
Shares.  Promptly after the Effective Time, the Surviving
Corporation will send, or will cause the Exchange Agent to
send, to each holder of Shares 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 to the
Exchange Agent).
(b)    Each holder of Shares 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, together with a
properly completed letter of transmittal covering such
Shares, will be entitled to receive the Merger
Consideration payable in respect of such Shares.  Until so
surrendered, each such certificate shall, after the
Effective Time, represent for all purposes, only the right
to receive such Merger Consideration.  No interest will be
paid or will accrue on the Merger Consideration.
(c)    If any portion of the Merger Consideration is
to be paid to a Person other than the registered holder of
the Shares represented by the certificate or certificates
surrendered in exchange therefor, it shall be a condition
to such payment 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 payment shall pay to the Exchange Agent any transfer
or other taxes required as a result of such payment to a
Person other than the registered holder of such Shares 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.
(d)    After the Effective Time, there shall be no
further registration of transfers of Shares.  If, after
the Effective Time, certificates representing Shares 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 2.
(e)    Any portion of the Merger Consideration made
available to the Exchange Agent pursuant to Section
2.03(a) that remains unclaimed by the holders of Shares
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 for the Merger
Consideration in accordance with this Section prior to
that time shall thereafter look only to the Surviving
Corporation for payment of the Merger Consideration in
respect of his Shares.  Notwithstanding the foregoing, the
Surviving Corporation shall not be liable to any holder of
Shares for any amount paid to a public official pursuant
to applicable abandoned property laws.   Any amounts
remaining unclaimed by holders of Shares two years after
the Effective Time (or such earlier date immediately prior
to such time as such amounts would otherwise escheat to or
become property of any governmental entity) shall, to the
extent permitted by applicable law, become the property of
the Surviving Corporation free and clear of any claims or
interest of any Person previously entitled thereto.
(f)    Any portion of the Merger Consideration made
available to the Exchange Agent pursuant to Section
2.03(a) to pay for Shares for which appraisal rights have
been perfected shall be returned to the Surviving
Corporation, upon demand.

Section 2.04.   Dissenting Shares.  Notwithstanding Section
2.02, Shares which are issued and outstanding immediately
prior to the Effective Time and which are held by a holder
who has not voted such Shares 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 ("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 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 or lost his right to
appraisal and payment for his Shares 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 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 2.02 hereof.
 The Company shall give Parent prompt notice of any
demands received by the Company for appraisal of Shares,
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 2.05.   Stock Options.  (a) At or immediately prior
to the Effective Time, each outstanding employee and
director stock option to purchase Shares (each an
"Option") granted under any employee stock option or
compensation plan or arrangement of the Company shall be
canceled, and each holder of any such Option, whether or
not then vested or exercisable, shall be paid, subject to
any required withholding of taxes, by the Surviving
Corporation promptly after the Effective Time for each
such Option an amount determined by multiplying (i) the
excess, if any, of $22.25 per Share over the applicable
exercise price of such Option by (ii) the number of Shares
such holder could have purchased (assuming full vesting of
all Options) had such holder exercised such Option in full
immediately prior to the Effective Time.  Notwithstanding
the foregoing, the parties hereto may agree prior to the
Effective Time that all or a portion of the Options shall
not be canceled as provided in the previous sentence, but
shall be converted into options to purchase stock of the
Surviving Corporation in compliance with the requirements
of Section 424 of the Code and the regulations thereunder.
(a)    Prior to the Effective Time, the Company shall
take all actions necessary (to the extent permitted) to
accomplish the transactions described in Section 2.05(a),
including, to the extent necessary, making any amendments
to the terms of any such employee stock option or
compensation plan or arrangement of the Company.

Section 2.06.   Withholding Rights.  Each of the Surviving
Corporation and Parent shall be entitled to deduct and
withhold from the consideration otherwise payable to any
Person pursuant to this Article 2 such amount as it is
required to deduct and withhold with respect to the making
of such payment 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
in respect of which the Surviving Corporation or Parent
made such deduction and withholding.

ARTICLE 3
THE SURVIVING CORPORATION

Section 3.01.   Certificate of Incorporation.  The
certificate of incorporation of the Company in effect at
the Effective Time shall be the certificate of
incorporation of the Surviving Corporation until amended
in accordance with applicable law.

Section 3.02.   Bylaws.  The bylaws of Parent in effect at
the Effective Time shall be the bylaws of the Surviving
Corporation until amended in accordance with applicable
law.

Section 3.03.   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 4
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 4.01.   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 to Parent true and complete copies of the
Company's certificate of incorporation and bylaws as
currently in effect.

Section 4.02.   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, have been duly authorized by
all necessary corporate and stockholder action under the
Company's constituent documents and the Delaware Law.
This Agreement constitutes a valid and binding agreement
of the Company.

Section 4.03.   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"); and (c)
compliance with any applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder (the "Exchange
Act").

Section 4.04.   Non-contravention.  Except as set forth in
Schedule 4.04, 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 4.03,
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 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 4.04(b), 4.04(c) and 4.04(d)
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.

Section 4.05.   Capitalization.  The authorized capital stock
of the Company consists of 200,000,000 shares of common
stock, par value $.05 per share (the "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 September 28, 2000, there were outstanding
105,575,778 shares of Common Stock and no shares of
Preferred Stock.  As of the close of business on September
22, 2000, there were outstanding stock options to purchase
an aggregate of 4,986,039 Shares (of which options to
purchase an aggregate of 2,541,525 Shares 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 4.05 and this Section and except for changes
since September 29, 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 4.05(a), 4.05(b) and 4.05(c) 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 4.06.   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 4.06.
(b)    Except as set forth in Schedule 4.06, 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 items in clauses 4.06(b)(i) and
4.06(b)(ii) 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 4.07.   SEC Filings.  (a) The Company has delivered
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 June 24, 2000 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 Securities and Exchange
Commission (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, 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 4.08.   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 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 4.09.   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, the proxy or information statement of
the Company containing information required by Regulation
14A under the Exchange Act and, if applicable, Rule 13e-3
and Schedule 13E-3 under the Exchange Act (the "Company
Proxy Statement"), if any, to be filed with the SEC in
connection with 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 the Company by Parent in writing specifically for
inclusion in the Company Disclosure Documents.
(b)    At the time the Company Proxy Statement or any
amendment or supplement thereto is first mailed to
stockholders of the Company, at the time such stockholders
vote on adoption of this Agreement and at the Effective
Time, 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 4.09(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)    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 7.01) will not, at the
time of the filing thereof, at the time of any
distribution thereof and at the time of the meeting of the
Company's stockholders, 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 4.10.   Absence of Certain Changes.  Except as set
forth in Schedule 4.10 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;
(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
the case of clauses (iii) and (iv) 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 4.11.   No Undisclosed Material Liabilities.  Except
as set forth in Schedule 4.11, the Company 10-K or the
Company 1O-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 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 4.12.   Litigation.  Except as set forth in Schedule
4.12, 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 4.13.   Taxes.  (a) Except as set forth in Schedule
4.13 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 been filed;
(iii) the charges, accruals and reserves for
taxes with respect to the Company and any Subsidiary for
any Pre-Closing Tax Period (including any Pre-Closing Tax
Period for which no Return has yet been filed) reflected
on the Balance Sheet (excluding any provision for deferred
income taxes) are adequate to cover such taxes as of the
Balance Sheet Date;
(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 4.13, 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;
(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 4.13, "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 4.14.   ERISA.  (a) Schedule 4.14 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 4.14, "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").
(b)    Schedule 4.14 separately identifies each
Employee Plan that is subject to Title IV of ERISA (other
than a Multiemployer Plan, as defined below) (a "Title IV
Plan").  Schedule 4.14 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 Closing Date
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.
(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 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)    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.
(g)    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 4.14(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, "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 4.15.   Labor Matters.  Except as set forth in
Schedule 4.15 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.
(b)    Except to the extent set forth in Schedule
4.15 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
4.15 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 4.16.   Compliance with Laws.  Except to the extent
set forth in Schedules 4.11, 4.12 and 4.19, 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 4.17.   Licenses and Permits.  Except as set forth on
Schedule 4.17 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 4.18.   Intellectual Property.  Except as set forth
in Schedule 4.18, 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, "Intellectual
Property Right" means any trademark, service mark, trade
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 4.19.   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 4.19, 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 4.19(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 4.19, 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 4.19, 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 4.19, 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.
"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 4.20.   Finders' Fees.  Except for J.P. Morgan
Securities Inc., a copy of whose engagement agreement has
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 4.21.   Inapplicability of Certain Restrictions.  The
Company has taken all action necessary to exempt the
Merger, this Agreement, and the transactions contemplated
hereby from Section 203 of the Delaware Law.  Except to
the extent otherwise provided in the condition set forth
in Section 9.03(c), the adoption of this Agreement by the
affirmative vote of the holders of Shares entitling such
holders to exercise at least a majority of the voting
power of the Shares 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 4.22.   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 5
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 5.01.   Corporate Existence and Power.  Each of
Parent and Merger Co. 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.  Since the date of its incorporation, neither
Parent nor Merger Co. has engaged in any activities other
than in connection with or as contemplated by this
Agreement or in connection with arranging any financing
required to consummate the transactions contemplated
hereby.

Section 5.02.   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 5.03.   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; and (c) compliance
with any applicable requirements of the Exchange Act.

Section 5.04.   Non-contravention. 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 5.03, contravene or conflict with any provision of
law, regulation, judgment, order or decree binding upon
Parent or Merger Co., 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 agreement, contract or
other instrument binding upon Parent or Merger Co..

Section 5.05.   Disclosure Documents.  (a) The information
with respect to Parent and its subsidiaries that Parent
furnishes to the Company in writing specifically for use
in any Company Disclosure Document 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 (i) in the case of
the Company Proxy Statement at the time the Company Proxy
Statement or any amendment or supplement thereto is first
mailed to stockholders of the Company, at the time the
stockholders vote on adoption of this Agreement and at the
Effective Time, and (ii) in the case of any Company
Disclosure Document other than the Company Proxy
Statement, at the time of the filing thereof and at the
time of any distribution thereof.
(b)    The Parent Disclosure Documents, when filed,
will comply as to form in all material respects with the
applicable requirements of the Exchange Act and will not
at the time of the filing thereof, at the time of any
distribution thereof or at the time of the meeting of the
Company's stockholders, contain any untrue statement of a
material fact or omit to state any material fact necessary
to make the statements made therein, in the light of the
circumstances under which they were made, not misleading,
provided, that this representation and warranty will not
apply to statements or omissions in the Parent Disclosure
Documents based upon information furnished to Parent in
writing by the Company specifically for use therein.

Section 5.06.   Finders' Fees.  Except for Donaldson, Lufkin
& Jenrette Securities Corporation ("DLJSC"), 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 5.07.   Financing.  The Company has received copies
of (a) a commitment letter dated October 1, 2000 from
DLJMB and certain of its affiliated funds and entities,
and certain other Persons pursuant to which each of the
foregoing has committed, subject to the terms and
conditions set forth therein, to purchase equity
securities and debt securities of Parent for an aggregate
amount equal to $1,194.2 million, (b) a letter dated
October 1, 2000 from DLJ Bridge Finance Inc. ("DLJ Bridge
Fund") pursuant to which DLJ Bridge Fund has committed,
subject to the terms and conditions set forth therein, to
purchase senior unsecured bridge notes of Merger Co. in
the aggregate principal amount of up to $500.0 million and
senior subordinated bridge notes of Merger Co. in the
aggregate principal amount of up to $400.0 million, and
(c) a letter dated October 1, 2000 from DLJ Capital
Funding, Inc. ("DLJ Senior Debt Fund") pursuant to which
DLJ Senior Debt Fund has committed, subject to the terms
and conditions set forth therein, to enter into one or
more credit agreements providing for senior terms loans to
Merger Co. of up to an aggregate of $1,150.0 million and
senior revolving loans of up to $500.0 million.  As used
in this Agreement, the aforementioned entities shall
hereinafter be referred to as the "Financing Entities,"
the commitments referred to above shall be referred to as
the "Financing Agreements" and the financing to be
provided thereunder shall be referred to as the
"Financing."  The aggregate proceeds of the Financing are
in an amount sufficient to consummate the transactions
contemplated hereby, including, without limitation, to pay
the Merger Consideration, to repay certain existing
indebtedness of the Company and its Subsidiaries, together
with any interest, premium or penalties payable in
connection therewith, but excluding the 7.95% senior notes
due 2010, the 7.45% senior notes due 2007, the 6.125%
senior notes due 2006, and the 7.125% senior notes due
2026 and certain existing capital leases, to provide a
reasonable amount of working capital financing and to pay
related fees and expenses (such amounts, the "Required
Amounts").  As of the date hereof, none of the letters
relating to the Financing referred to above has been
withdrawn and Parent does not know of any facts or
circumstances that may reasonably be expected to result in
any of the conditions set forth in the letters relating to
the Financing not being satisfied.  Parent believes that
the Financing will not create any liability to the
directors and stockholders of the Company under any
federal or state fraudulent conveyance or transfer law.
Parent further believes that, upon the consummation of the
transactions contemplated hereby, including, without
limitation, the Financing, (i) the Surviving Corporation
(A) will not be insolvent, (B) will not be left with
unreasonably small capital and (C) will not have incurred
debts beyond its ability to pay such debts as they mature,
and (ii) the capital of the Company will not be impaired.

Section 5.08.   Ownership of Shares.  (a) As of the date
hereof, neither Parent nor Merger Co. beneficially owns
any Shares, other than pursuant to or as a result of (i)
the Voting Agreement and (ii) that certain letter
agreement dated as of the date hereof by and among DLJ
Merchant Banking III, Inc. and the Stockholders,
substantially in the form furnished to Parent.
(b)    As of the date hereof, the Stockholders do not
beneficially own any Shares except pursuant to, as a
result of, or as disclosed in the Voting Agreement
(including the schedules thereto).

Section 5.09.   Ownership of Parent Stock.  (a) As of the
date of execution of this Agreement, the proposed equity
commitment of each proposed shareholder of Parent as of
the Effective Time is as set forth in Schedule 5.09(a).
(b)    Except as set forth in Schedule 5.09(b), as of
the date hereof, there are no arrangements, understandings
or agreements between any of Parent, Merger Co., DLJMB or
any of their affiliates on the one hand, and any
directors, officers or employees of the Company or any
Subsidiary or any stockholder of the Company on the other
hand, relating to the transactions contemplated hereby.

ARTICLE 6
COVENANTS OF THE COMPANY

Section 6.01.   Conduct of the Company.  From the date hereof
until the Effective Time, 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, 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:
(a)    adopt or propose any change in its certificate
of incorporation or bylaws;
(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 $20 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 $125 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 $125 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 $10 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) authorize any new capital expenditures
which, individually or in the aggregate, would cause total
capital expenditures for the calendar year 2000 and the
first quarter of calendar year 2001 to exceed $565
million.
(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 which is owned directly or indirectly by
the Company, or, other than consistent with its past
practice of acquiring Shares to meet its obligation to
reserve and issue Shares 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 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 6.01, 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)    other than in the ordinary course of business
consistent with past practice and except as set forth in
Schedule 6.01, make or change any material tax election or
settle or compromise any material income tax liability;
(g)    except as set forth in Schedule 6.01, approve
any new labor agreements;
(h)    take any action other than in the ordinary
course of business and consistent with past practices with
respect to accounting policies or procedures;
(i)    agree or commit to do any of the foregoing; or
(j)    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 6.02.   Stockholder Meeting; Proxy Material.  The
Company shall cause a meeting of its stockholders (the
"Company Stockholder Meeting") to be duly called and held
as soon as reasonably practicable for the purpose of
voting on the approval and adoption of this Agreement and
the Merger.  Subject to Section 6.04, 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.
In connection with such meeting, the Company (a) will
promptly prepare and file with the SEC, will use its
reasonable best efforts to have cleared by the SEC and
will thereafter mail to its stockholders as promptly as
practicable the Company Proxy Statement and all other
proxy materials for such meeting, (b) subject to Section
6.04, will use its reasonable best efforts to obtain the
necessary approvals by its stockholders of this Agreement
and the transactions contemplated hereby and (c) will
otherwise comply with all legal requirements applicable to
such meeting.

Section 6.03.   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 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 Agreement and (ii) Parent shall inform the
Representatives receiving such information of the terms of
the Confidentiality Agreement and shall be responsible for
any breach by such Representatives of such Confidentiality
Agreement; and provided further that no investigation
pursuant to this Section shall affect any representation
or warranty given by the Company to Parent hereunder.

Section 6.04.   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 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 6.02 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 6.04, (ii) the Company has received an
unsolicited Acquisition Proposal which the Board of
Directors of the Company 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 6.04, 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 Merger contemplated by this Agreement.
"Superior Proposal" means any bona fide written Acquisition
Proposal which (i) the Board of Directors of the Company
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 a Payment Event (as hereinafter defined)
occurs, the Company shall pay to Parent, if pursuant to
(x) below, simultaneously with the occurrence of such
Payment Event or, if pursuant to (y) below, within two
business days following such Payment Event, a fee of
$59,000,000 (the "Termination Fee").
"Payment Event" means (x) the termination of this Agreement
by the Company or Parent pursuant to Sections 10.01 (d) or
(e); or (y) the termination of this Agreement pursuant to
Section 10.01(b) or (f) if at the time of such termination
(or, in the case of a termination pursuant to Section
10.01(f), 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 $ 22.25 per Share, 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 value than
such Acquisition Proposal.
(c)    Upon the termination of this Agreement
pursuant to Sections 10.01(d), (e) or (f) the Company
shall reimburse Parent and its affiliates not later than
two business days after submission of reasonable
documentation thereof for 100% of their documented out-of-
pocket fees and expenses (including, without limitation,
the reasonable fees and expenses of their counsel and
investment banking fees), actually incurred by any of them
or on their behalf in connection with this Agreement and
the transactions contemplated hereby and the arrangement
of, obtaining the commitment to provide or obtaining the
Financing for the transactions contemplated by this
Agreement (including fees payable to the Financing
Entities and their respective counsel) subject to a
maximum reimbursement amount of $7,500,000.
(d)    The Company acknowledges that the agreements
contained in this Section 6.04 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 6.04, 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 6.04, the Company shall
also pay to Parent its costs and expenses incurred in
connection with such litigation.
(e)    This Section 6.04 shall survive any
termination of this Agreement, however caused, except a
termination pursuant to Section 10.01(a) or (c).

Section 6.05.   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 4.12 or which
relate to the consummation of the transactions
contemplated by this Agreement.

Section 6.06.   Resignation of Directors.  Prior to the
Effective Time, the Company shall deliver to Parent
evidence satisfactory to Parent of the resignation of all
directors of the Company (except as requested by Parent)
effective at the Effective Time.

ARTICLE 7
COVENANTS OF PARENT
Parent agrees that:

Section 7.01.   SEC Filings.  As soon as practicable after
the date of announcement of the execution of the Merger
Agreement, Parent shall file (separately, or as part of
the Company Proxy Statement) with the SEC, if required, a
Rule 13E-3 Transaction Statement (the "Transaction
Statement") with respect to the Merger (together with any
supplements or amendments thereto, collectively the
"Parent Disclosure Documents").  Parent and the Company
each agrees to correct any information provided by it for
use in the Parent Disclosure Documents if and to the
extent that it shall have become false or misleading in
any material respect.  Parent agrees to take all steps
necessary to cause the Parent Disclosure Documents as so
corrected to be filed with the SEC and to be disseminated
to holders of Shares, 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 each Parent Disclosure Document
prior to its being filed with the SEC.

Section 7.02.   Confidentiality.  The Confidentiality
Agreement dated July 5, 2000 between the Company and DLJ
Merchant Banking III, Inc. (the "Confidentiality
Agreement") shall continue in full force and effect prior
to the Effective Time and after any termination of this
Agreement.

Section 7.03.   Voting of Shares.  Parent agrees to vote all
Shares beneficially owned by it in favor of adoption of
this Agreement at the Company Stockholder Meeting.

Section 7.04.   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 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 7.05.   Employee Matters.  Parent agrees that, for at
least one year from the Effective Time, 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 the Company and its Subsidiaries to their
employees (other than any stock option or other equity
based incentive plan currently provided by the Company);
provided, however, that this Section 7.05 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 7.06.   Financing.  Parent shall use its reasonable
best efforts to obtain the Financing.  In the event that
any portion of such Financing becomes unavailable,
regardless of the reason therefor, Parent will use its
reasonable best efforts to obtain alternative financing on
substantially comparable or more favorable terms from
other sources.

Section 7.07.   Other Arrangements.  Parent shall promptly
notify the Company of any arrangements, understandings or
agreements entered into prior to the Company Stockholder
Meeting between Parent, Merger Co., DLJMB or any of their
affiliates on the one hand, and any directors, officers or
employees of the Company or any Subsidiary or any
stockholder of the Company on the other hand, relating to
the transactions contemplated hereby.

Section 7.08.   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 7.09.   Amendments to the Voting Agreement.  Neither
Parent nor Merger Co. will agree to any amendment of, or
waiver of compliance with, clauses 4(iii) or 15 of the
Voting Agreement, without the prior written consent of the
Company.

Section 7.10.   Acquisitions of Shares.  Neither Parent nor
Merger Co. will acquire any Shares prior to the Closing or
the termination of this Agreement, other than Shares owned
beneficially by any Stockholder.

Section 7.11.   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.

ARTICLE 8
COVENANTS OF PARENT AND THE COMPANY
The parties hereto agree that:

Section 8.01.   Best Efforts.  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 6.04, 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 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
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
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
Merger and the other transactions contemplated by this
Agreement.  Each of Parent and the Company shall use its
best efforts to eliminate any impediment under any
antitrust, competition or trade regulation laws that may
be asserted by any governmental entity with respect to the
Merger so as to enable the Closing to occur as soon as
reasonably practicable, which, in the case of Parent,
shall be construed to include the reallocation of the
proposed ownership by stockholders of Parent other than
DLJMB and its affiliates so as to address any such
impediment.

Section 8.02.   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 by the SEC, in each case
as promptly as practicable.
(b)    The Company agrees to provide all necessary
and reasonable cooperation, in connection with the
arrangement of any financing to be consummated
contemporaneous with the consummation of the Merger
including without limitation, (x) allowing the
participation by its officers in meetings, due diligence
sessions and road shows, (y) the preparation of offering
memoranda, private placement memoranda, prospectuses and
similar documents, and (z) the execution and delivery of
any commitment letters, underwriting or placement
agreements, registration statements, pledge and security
documents, other definitive financing documents, or other
requested certificates or documents, including allowing
for a certificate of the chief financial officer of the
Company with respect to solvency matters, comfort letters
of accountants and legal opinions as may be reasonably
requested by Parent; provided that the Company shall not
be liable for any fees or expenses incurred in connection
with such activities in the event that the Merger is not
consummated.
(c)    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 8.03.   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 8.04.   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 9
CONDITIONS TO THE MERGER

Section 9.01.   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 in accordance with Delaware
Law;
(b)    any applicable waiting period under the HSR
Act relating to the Merger shall have expired or been
terminated;
(c)    no provision of any applicable law or
regulation and no judgment, injunction, order of 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; and
(d)    All consents, approvals and licenses of any
governmental or other regulatory body required in
connection with the execution, delivery and performance of
this Agreement and for the Surviving Corporation to
conduct the business of the Company in substantially the
manner now conducted, shall have been obtained, unless the
failure to obtain such consents, authorizations, orders or
approvals would not have a Material Adverse Effect after
giving effect to the transactions contemplated by this
Agreement (including the Financing).

Section 9.02.   Conditions to the Obligations of Parent and
Merger Co..  The obligations of Parent and Merger Co. to
consummate the Merger are subject to the satisfaction or
waiver by Parent of the following further conditions:
(a)    (i) the Company shall have performed in all
material respects all of its obligations hereunder
required to be performed by it at or prior to the
Effective Time, (ii) except as affected by actions
specifically permitted by this Agreement, the
representations and warranties of the Company contained in
this Agreement and in any certificate or other writing
delivered by the Company pursuant hereto (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, 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 made as of a specified date which shall be
required to be true as of such specified date) and (iii)
Parent shall have received a certificate signed on behalf
of the Company by the President or any Vice President of
the Company to the foregoing effect;
(b)    there shall not be instituted or pending any
action or proceeding by any government or governmental
authority or agency or any action or proceeding by any
other person that has a reasonable likelihood of success,
before any court or governmental authority or agency, (i)
challenging or seeking to make illegal, to delay
materially or otherwise directly or indirectly to restrain
or prohibit the consummation of the Merger or seeking to
obtain material damages or otherwise directly or
indirectly relating to the transactions contemplated by
this Agreement, (ii) seeking to restrain or prohibit
Parent's ownership or operation (or that of its
subsidiaries or affiliates) of all or any material portion
of the business or assets of the Company and its
Subsidiaries, taken as a whole, or of Parent and its
subsidiaries, taken as a whole, or to compel Parent or any
of its subsidiaries or affiliates to dispose of or hold
separate all or any material portion of the business or
assets of the Company and its Subsidiaries, taken as a
whole, or of Parent and its subsidiaries, taken as a
whole, (iii) seeking to impose or confirm material
limitations on the ability of Parent or any of its
subsidiaries or affiliates to effectively control the
business or operations of the Company and its
Subsidiaries, taken as a whole, or the ability of Parent
or any of its subsidiaries or affiliates effectively to
exercise full rights of ownership of any shares of the
Company or any of its Subsidiaries or affiliates on all
matters properly presented to the Company's stockholders,
or (iv) seeking to require divestiture by Parent or any of
its subsidiaries or affiliates of any shares of the
Company, and no court, arbitrator or governmental body,
agency or official shall have issued any judgment, order,
decree or injunction, and there shall not be any statute,
rule or regulation proposed, adopted or enacted, that is
likely, directly or indirectly, to result in any of the
consequences referred to in the preceding clauses (i)
through (iv);
(c)    Parent shall have received all documents it
may reasonably request relating to the existence of the
Company and the Subsidiaries and the authority of the
Company for this Agreement, all in form and substance
satisfactory to Parent;
(d)    funds in an amount at least equal to the
Required Amounts shall have been made available to Parent
and Merger Co. as contemplated in Section 5.07;
(e)    the holders of not more than 5% of the
outstanding Shares shall have demanded appraisal of their
Shares in accordance with Delaware Law;
(f)    any consent or approval required under the
agreements, contracts or other instruments listed on
Schedule 9.02 as a result of the execution of this
Agreement or the transactions contemplated hereby have
been received by the Company, and no such consent or
approval shall have been revoked;
(g)    total indebtedness (long and short term), net
of cash and marketable securities, of the Company and its
Subsidiaries as of the Effective Time shall not exceed
$1.5 billion; and
(h)    the Company shall not have revalued any of its
assets, including, without limitation, writing down the
value of inventory in any manner or writing-off notes or
accounts receivable in any manner if the effect of such
revaluation would reasonably be expected to be a Material
Adverse Effect.

Section 9.03.   Condition to the Obligation of the Company.
The obligation of the Company to consummate the Merger is
subject to the satisfaction of the following further
conditions:
(a)    (i) Each of Parent and Merger Co. shall have
performed in all material respects all of its obligations
hereunder required to be performed by it at or prior to
the Effective Time, (ii) except as affected by actions
specifically permitted by this Agreement, the
representations and warranties of Parent contained in this
Agreement and in any certificate or other writing
delivered by Parent pursuant hereto (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 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 made
as of a specified date which shall be required to be true
as of such specified date) and (iii) the Company shall
have received a certificate signed by the President or any
Vice President of Parent to the foregoing effect.
(b)    The Board of Directors of the Company shall
have received advice reasonably satisfactory to the
Special Committee from an independent advisor (who may
also be advisor to the Financing Entities) selected with
reasonable care by or on behalf of the Company confirming
the belief of Parent set forth in the last sentence of
Section 5.07.
(c)    This Agreement shall have been approved by the
holders of a majority of the Shares voting (whether in
person or by proxy) at the Company Stockholder Meeting
other than Shares owned beneficially by any Person
identified in Schedule 9.03(c) or by an affiliate of any
such Person (except as to any such affiliate Shares owned
in a financing or advisory capacity).  This condition
shall not be waived by the Company unless (i) it has given
written notice of its intention to so waive to the
stockholders of the Company at least 10 business days
prior to the Company Stockholder Meeting, (ii) such notice
is filed with the SEC, if required, and (iii) if such
notice is so filed, it complies as to form in all material
respects with the applicable requirements of the Exchange
Act (except as to any information furnished to the Company
by Parent in writing specifically for inclusion in such
notice).

ARTICLE 10
TERMINATION

Section 10.01.   Termination. This Agreement may be
terminated and the Merger 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)    by either the Company or Parent, if the Merger
has not been consummated by March 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 this Agreement;
(c)    by either the Company or Parent, if there
shall be any law or regulation that makes consummation of
the Merger illegal or otherwise prohibited or if any
judgment, injunction, order or decree enjoining Parent or
the Company from consummating the Merger is entered and
such judgment, injunction, order or decree shall become
final and nonappealable;
(d)    by Parent 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 and the Merger or its recommendation
that stockholders of the Company adopt and approve this
Agreement and the Merger or approved, recommended or
endorsed any proposal for a transaction other than the
Merger (including a tender or exchange offer for Shares)
or 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 being
cleared by the SEC or failed to include in such statement
the recommendation referred to above;
(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 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 day period) and (ii) the Company prior
to such termination pursuant to this clause 10.01(e) pays
to Parent in immediately available funds the fees required
to be paid pursuant to Section 6.04.  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; and
(f)    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.
The party desiring to terminate this Agreement pursuant to
Sections 10.01(b)-10.01(f) shall give written notice of
such termination to the other party in accordance with
Section 11.01.

Section 10.02.   Effect of Termination.  If this Agreement is
terminated pursuant to Section 10.01, 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 6.04, 7.02, 10.02, 11.04 and 11.06 shall survive
the termination hereof.

ARTICLE 11
MISCELLANEOUS

Section 11.01.   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:
          Thompson Dean
          c/o DLJ Merchant Banking III, Inc.
          277 Park Avenue
          New York, NY  10172
          Telecopy: 212-892-7272

    with a copy to:

          George R. Bason, Jr.
          Davis Polk & Wardwell
          450 Lexington Avenue
          New York, New York  10017
          Telecopy: 212-450-4800

    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

         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 11.02.   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, 7.05, 11.04 and
11.06.

Section 11.03.   Amendments; No Waivers.  (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.

Section 11.04.   Expenses.  Except as provided in Section
6.04, all costs and expenses incurred in connection with
this Agreement shall be paid by the party incurring such
cost or expense.

Section 11.05.   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 45 present and
former officers and directors of the Company shall have
the rights set forth in Section 7.04 hereof.

Section 11.06.   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 11.07.   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.

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/ Robert L. Peterson
      --------------------------
	Name: Robert L. Peterson
	Title: Chairman and CEO

      RAWHIDE HOLDINGS CORPORATION

By:	 /S/ Ari Benacerraf
       -------------------------
       Name: Ari Benacerraf
	 Title: President
       RAWHIDE ACQUISITION CORPORATION

By:	 /S/ Ari Benacerraf
       -------------------------
       Name: Ari Benacerraf
	 Title: President