ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Board of Directors

U.S. Premium Beef's business and affairs are governed by its board of directors. The board of directors currently consists of seven directors. The board of directors has full authority to act on behalf of USPB. The board of directors acts collectively through meetings, committees and senior management members it appoints. In addition, USPB employs a staff of executives to manage the day-to-day business of USPB. The members of the board of directors and the senior members of the executive team are identified below.

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Terry Ryan. Mr. Ryan manages HRC Feedyards, Inc., near Scott City, Kansas, and has been involved in the commercial cattle feeding industry since 1977. He is also a partner in the family farm operation in Rawlins County, Kansas. He is a member of the National Cattlemen's Beef Association and the Kansas Livestock Association (KLA). Mr. Ryan is a past member of the KLA board of directors. Mr. Ryan has served as a member of USPB's board of directors since 1996. He was elected to the Chairman of USPB's board of directors in 2004. Mr. Ryan attended Colby Community College with an emphasis on Animal Science and Farm and Ranch Management.

Mark Gardiner. Mr. Gardiner is President of Gardiner Angus Ranch, Inc. (GAR), a family owned purebred and commercial Angus operation headquartered at Ashland, Kansas, with nine seedstock satellite cowherds across the United States and Australia. Gardiner Angus Ranch markets over 1,500 bulls and 600 females per year to both commercial and seedstock beef producers throughout the United States. Gardiner Angus Ranch also runs an embryo transfer program that makes more than 2,000 transfers per year, including more than 60% of GAR's 1,500-plus head of registered Angus calves born each year. A percentage of its calves are finished at commercial feedlots to provide carcass data on all Gardiner sires. In addition to a native range program, Gardiner Angus Ranch operates a significant dryland farming enterprise. Mr. Gardiner is a member of the National Cattlemen's Beef Association, Kansas Livestock Association, American Angus Association, Kansas Angus Association and the Beef Improvement Federation. Mr. Gardiner has served as a member of USPB's board of directors since 1996. He was elected Secretary/Treasurer of USPB's board in 2003 and Vice Chairman of the board in 2004. Mr. Gardiner holds a Bachelor's degree from Kansas State University in Animal Sciences and Industry.

John Fairleigh. Mr.. Fairleigh is President and CEO of Fairleigh Companies, a family-owned business in Scott City, Kansas, consisting of a 44,000 head commercial feedyard, Fairleigh Ranch, a 10,000 acre backgrounding and grazing operation, Fairleigh Farms and L&M Western Tire and Oil Company. He is a member of the National Cattlemen's Beef Association and Kansas Livestock Association. Mr. Fairleigh has served as a USPB board member since 1999 and was elected Secretary/Treasurer of the board in 2004. Mr. Fairleigh holds a Bachelor's degree in Business from Kansas State University.

John Adams. Mr. Adams is a fourth generation partner in Adams Cattle Company and manages operations in Meade and Seward counties in Kansas and in Beaver County in Oklahoma. Mr. Adams's family has engaged in that business for more than 100 years. Most of the calves off that ranch are backgrounded at the family's northeast Kansas ranch, where they are grown to feeder weight. Mr. Adams also runs an extensive farming operation that includes irrigated and dryland crops and hay production, as well as a wheat grazing program. Mr. Adams is a member of the National Cattlemen's Beef Association, Kansas Livestock Association and the Oklahoma Cattlemen's Association. Mr. Adams has served as a member of USPB's board of directors since 1999. Mr. Adams attended the University of Kansas School of Business.

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Kelly K. Giles .  Mr. Giles is a third generation cow-calf, stocker/feeder and seed stock operator.  Mr. Giles is the General Manager of Giles Enterprises, LLC, a genetics, marketing and procurement company based in Ashland, Kansas, with a business office in Canyon, Texas.  He is also a General Partner in Giles Land Co., LP of Ashland, Kansas, which owns the Giles Ranch that has been in operation since 1947.  Mr. Giles is a member of the National Cattlemen's Beef Association, the Kansas Livestock Association, and the American Angus Association.  He holds a Bachelor's degree in Animal Science and Industry from Kansas State University and a Masters of Business Administration degree in Finance from Texas A&M University.  Mr. Giles has served as a member of USPB's Board of Directors since 1996.

Douglas A. Laue. Mr. Laue owns and operates Black Diamond Customer Feeders, Inc. in Herington, Kansas, and runs a grazing program in the Kansas Flint Hills. He is a member of the National Cattlemen's Beef Association and Kansas Livestock Association (KLA). Mr. Laue previously served as the Chairman of the KLA Feeders Council. Mr. Laue has been a member of USPB's board of directors since 1996 and served as Vice Chairman of USPB's board of directors from 1996 through 2002. Mr. Laue holds a Bachelor's degree in Animal Sciences and Industry from Kansas State University.

Jerry Bohn. Mr. Bohn has served as the General Manager of Pratt Feeders since 1989. Pratt Feeders has a one-time capacity of 115,000 head in four feedlots in Kansas and Oklahoma. In this capacity he oversees more than 100 employees.  Mr. Bohn also owns and manages a 5,000 to 6,000 head cattle operation which includes grazing and finishing cattle. Mr. Bohn previously was employed as Director of Market Analysis for Cattle-Fax, an industry market analysis firm. Mr. Bohn has served as President of the Kansas Livestock Association. He has been a board member of the Kansas Beef Council, the National Cattlemen's Beef Association (NCBA) and Feeders Advantage, a private animal health product distribution company. Mr. Bohn has also served on the NCBA's Executive Committee and as Chairman of NCBA's Live Cattle Marketing Committee. He has served as a member of USPB's board of directors since 2004. Mr. Bohn is a graduate of Kansas State University with a Bachelor's degree in Animal Sciences and Industry.

Steven D. Hunt. Mr. Hunt was named Chief Executive Officer in July 1996 and was instrumental in the development and establishment of U.S. Premium Beef. Prior to his employment with USPB, Mr. Hunt owned and operated SDH Cattle Company at Winfield, Kansas, until 1996. As Vice President of Corporate Lending with CoBank, ACB from January 1987 to October 1988, Mr. Hunt also has experience in many areas of commercial banking, including direct agricultural lending, commercial lending, finance, business analysis, training, marketing and personnel. Mr. Hunt holds a Bachelor's degree in Agricultural Economics from Kansas State University.

Stan Linville . Mr. Linville is USPB's Chief Operating Officer and joined USPB in 1997. He oversees cattle scheduling and technical operations. Before joining USPB, he operated a family farming operation near Holcomb, Kansas. He also worked in the cattle division of Brookover Enterprises at Garden City, Kansas, and as a grain merchandiser for Bartlett Grain Co. in Kansas City. Mr. Linville holds a Bachelor's degree in Agricultural Economics from Kansas State University.

Danielle Imel . Ms. Imel is USPB's Treasurer and joined USPB in 1998. She oversees the Company's finance functions and is directly responsible for Company treasury activities. She was employed by the CPA firm of Kennedy, McKee and Co., LLC of Dodge City, Kansas, prior to joining USPB. Ms. Imel earned a Bachelor's degree in Accounting and a second Bachelor's degree in Agricultural Economics from Kansas State University.

Scott J. Miller . Mr. Miller is USPB's Chief Reporting and Compliance Officer and joined USPB in 2005.  He oversees financial reporting and will ensure compliance with internal policies and regulatory requirements.  Before joining USPB, he worked as the Manager, Capital Markets for Sprint Corporation from 2001 to 2005 and, prior to that, in various finance and accounting positions with Farmland Industries.  Mr. Miller earned a Bachelors degree in Accounting from Benedictine College and an MBA with an emphasis in Finance from the University of Missouri-Kansas City (UMKC).  He has passed the Certified Public Accounting exam and the Certified Cash Managers exam.

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Board of Directors

Under USPB's LLC operating agreement, the number of directors is set by the board of directors but may not be less than seven (7) directors. Directors must be unitholders of USPB and will be elected by holders of USPB Class A units. The operating agreement states that at least one director will represent Seedstock breeders and the balance of the directors will be evenly divided between directors who are unitholders who have Even Slot delivery agreements and unitholders who have Odd Slot delivery agreements.  Current representation is as follows:

• Seedstock - Mr. Gardiner

• Even Slot - Messrs. Ryan, Fairleigh and Laue

• Odd Slot - Messrs. Adams, Bohn and Giles

The directors are elected at the annual meeting of the unitholders and hold office for a term of three years. The terms of the directors are staggered in such a manner that approximately one-third of the directors will be elected each year. All directors will hold office until their successors are elected and qualified. Any vacancy in the board, other than a vacancy resulting from expiration of a term of office, will be filled by a majority vote of the remaining directors. In case a vacancy in the board of directors extends beyond the next annual meeting, the vacancy will be filled by the remaining directors until such meeting, at which meeting a director will be chosen by the unitholders for the unexpired term of such vacancy.

In the discretion of the board of directors, the number of directors may be increased by up to an additional five (5) directors. Those additional directors may be elected or appointed by either the board of directors or by the holders of USPB Class B units, although the majority of the members of the board of directors will be elected by members holding USPB Class A units.

Compensation of Directors

The board of directors meets from time to time at such time and place as may be fixed by resolution adopted by a majority of the whole board of directors. Members of the board of directors receive a per diem payment of $250 for each activity on behalf of USPB, as well as direct reimbursement of travel expenses related to service on the board of directors.

   Audit Committee

The board of directors has an audit committee consisting of Messrs. Ryan, Giles and Laue . Mr. Giles is an "audit committee financial expert" within the meaning of the rules and regulations of the Securities and Exchange Commission and has sufficient background and experience in sophisticated financial and accounting matters necessary to fulfill the duties and obligations of the audit committee.

Code of Ethics

USPB has adopted a corporate Code of Conduct that is enforced throughout all levels of management and a Code of Ethics For Financial Officers for its chief executive officer, principal financial and accounting officer and treasurer within the meaning of the rules and regulations of the Securities and Exchange Commission; that are, to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. 

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