Issuing and Paying Agency Agreement - Tyson Foods Inc. and The Chase Manhattan Bank


                    ISSUING AND PAYING AGENCY AGREEMENT

      This Agreement, dated as of January 12, 2001, is by and between Tyson
Foods, Inc. (the "Issuer") and The Chase Manhattan Bank ("Chase").

1.   APPOINTMENT AND ACCEPTANCE

      The  Issuer hereby appoints Chase as its issuing and paying agent  in
connection  with the issuance and payment of certain short-term  promissory
notes  of the Issuer (the "Notes"), as further described herein, and  Chase
agrees to act as such agent upon the terms and conditions contained in this
Agreement.

2.   COMMERCIAL PAPER PROGRAMS

      The  Issuer may establish one or more commercial paper programs under
this  Agreement  by delivering to Chase a completed program  schedule  (the
"Program  Schedule"), with respect to each such program.  Chase  has  given
the  Issuer  a copy of the current form of Program Schedule and the  Issuer
shall  complete and return its first Program Schedule to Chase prior to  or
simultaneously with the execution of this Agreement.  In the event that any
of  the  information provided in, or attached to, a Program Schedule  shall
change, the Issuer shall promptly inform Chase of such change in writing.

3.   NOTES

      All  Notes issued by the Issuer under this Agreement shall be  short-
term  promissory  notes, exempt from the registration requirements  of  the
Securities  Act of 1933, as amended, as indicated on the Program Schedules,
and  from  applicable state securities laws.  The Notes may  be  placed  by
dealers  (the  "Dealers") pursuant to Section 4  hereof.   Notes  shall  be
issued in either certificated or book-entry form.

4.   AUTHORIZED REPRESENTATIVES

      The Issuer shall deliver to Chase a duly adopted corporate resolution
from  the Issuer's Board of Directors (or other governing body) authorizing
the  issuance  of  Notes under each program established  pursuant  to  this
Agreement  and  a  certificate  of  incumbency,  with  specimen  signatures
attached,  of those officers, employees and agents of the Issuer authorized
to  take  certain  actions with respect to the Notes as  provided  in  this
Agreement  (each such person is hereinafter referred to as  an  "Authorized
Representative").    Until   Chase  receives  any   subsequent   incumbency
certificates  of the Issuer, Chase shall be entitled to rely  on  the  last
incumbency  certificate delivered to it for the purpose of determining  the
Authorized Representatives.  The Issuer represents and warrants  that  each
Authorized Representative may appoint other officers, employees and  agents
of  the Issuer (the "Delegates"), including without limitation any Dealers,
to issue instructions to Chase under this Agreement, and take other actions
on  the  Issuer's behalf hereunder, provided that notice of the appointment
of  each  Delegate is delivered to Chase in writing.  Each such appointment
shall  remain in effect unless and until revoked by the Issuer in a written
notice to Chase.




                                     195


5.   CERTIFICATED NOTES

       If   and  when  the  Issuer  intends  to  issue  certificated  notes
("Certificated Notes"), the Issuer and Chase shall agree upon the  form  of
such  Notes.   Thereafter, the Issuer shall from time to  time  deliver  to
Chase adequate supplies of Certificated Notes which will be in bearer form,
serially  numbered,  and  shall be executed  by  the  manual  or  facsimile
signature of an Authorized Representative.  Chase will acknowledge  receipt
of  any  supply of Certificated Notes received from the Issuer, noting  any
exceptions  to  the shipping manifest or transmittal letter (if  any),  and
will  hold  the  Certificated  Notes  in  safekeeping  for  the  Issuer  in
accordance  with  Chase's customary practices.  Chase shall  not  have  any
liability  to the Issuer to determine by whom or by what means a  facsimile
signature  may  have been affixed on Certificated Notes,  or  to  determine
whether any facsimile or manual signature is genuine, if such facsimile  or
manual  signature resembles the specimen signature attached to the Issuer's
certificate  of  incumbency with respect to such Authorized Representative.
Any Certificated Note bearing the manual or facsimile signature of a person
who  is an Authorized Representative on the date such signature was affixed
shall  bind  the  Issuer after completion thereof by Chase, notwithstanding
that  such person shall have ceased to hold his or her office on  the  date
such Note is countersigned or delivered by Chase.

6.   BOOK-ENTRY NOTES

     The Issuer's book-entry notes ("Book-Entry Notes") shall not be issued
in physical form, but their aggregate face amount shall be represented by a
master  note (the "Master Note") in the form of Exhibit A executed  by  the
Issuer  pursuant  to  the  book-entry  commercial  paper  program  of   The
Depository Trust Company ("DTC").  Chase shall maintain the Master Note  in
safekeeping, in accordance with its customary practices, on behalf of  Cede
& Co., the registered owner thereof and nominee of DTC.  As long as Cede & Co.  is  the registered owner of the Master Note, the beneficial  ownership
interest  therein shall be shown on, and the transfer of ownership  thereof
shall  be effected through, entries on the books maintained by DTC and  the
books  of  its direct and indirect participants.  The Master Note  and  the
Book-Entry Notes shall be subject to DTC's rules and procedures, as amended
from  time  to time.  Chase shall not be liable or responsible for  sending
transaction statements of any kind to DTC's participants or the  beneficial
owners  of  the  Book-Entry  Notes,  or  for  maintaining,  supervising  or
reviewing  the  records of DTC or its participants  with  respect  to  such
Notes.   In connection with DTC's program, the Issuer understands  that  as
one  of  the conditions of its participation therein, it shall be necessary
for  the Issuer and Chase to enter into a Letter of Representations, in the
form of Exhibit B hereto, and for DTC to receive and accept such Letter  of
Representations.  In accordance with DTC's program, Chase shall obtain from
the CUSIP Service Bureau a written list of CUSIP numbers for Issuer's Book-
Entry  Notes, and Chase shall deliver such list to DTC.  The CUSIP  Service
Bureau  shall bill the Issuer directly for the fee or fees payable for  the
list of CUSIP numbers for the Issuer's Book-Entry Notes.







                                     196


7.   ISSUANCE INSTRUCTIONS TO CHASE; PURCHASE PAYMENTS

      The Issuer understands that all instructions under this Agreement are
to  be  directed to Chase's Commercial Paper Operations Department.   Chase
shall  provide  the Issuer, or, if applicable, the Issuer's  Dealers,  with
access  to  Chase's Money Market Issuance System or other electronic  means
(collectively,  the  "System") in order that Chase may  receive  electronic
instructions  for  the issuance of Notes. Electronic instructions  must  be
transmitted  in accordance with the procedures furnished by  Chase  to  the
Issuer  or  its Dealers in connection with the System.  These transmissions
shall  be  the  equivalent to the giving of a duly authorized  written  and
signed  instruction  which Chase may act upon without  liability.   In  the
event   that   the  System  is  inoperable  at  any  time,  an   Authorized
Representative  or a Delegate may deliver written, telephone  or  facsimile
instructions  to Chase, which instructions shall be verified in  accordance
with any security procedures agreed upon by the parties.  Chase shall incur
no liability to the Issuer in acting upon instructions believed by Chase in
good  faith  to  have  been  given  by an Authorized  Representative  or  a
Delegate.   In  the  event that a discrepancy exists between  a  telephonic
instruction and a written confirmation, the telephonic instruction will  be
deemed  the  controlling and proper instruction.  Chase may  electronically
record  any  conversations made pursuant to this Agreement, and the  Issuer
hereby  consents  to such recordings.  All issuance instructions  regarding
the  Notes  must be received by 1:00 P.M. New York time in  order  for  the
Notes to be issued or delivered on the same day.

     (a)   Issuance  and  Purchase of  Book-Entry  Notes.         Upon
     receipt  of issuance instructions from the Issuer or its  Dealers
     with  respect  to  Book-Entry Notes, Chase  shall  transmit  such
     instructions  to DTC and direct DTC to cause appropriate  entries
     of  the  Book-Entry  Notes to be made in  accordance  with  DTC's
     applicable  rules,  regulations  and  procedures  for  book-entry
     commercial  paper programs.  Chase shall assign CUSIP numbers  to
     the  Issuer's Book-Entry Notes to identify the Issuer's aggregate
     principal amount of outstanding Book-Entry Notes in DTC's system,
     together  with  the aggregate unpaid interest (if  any)  on  such
     Notes.   Promptly following DTC's established settlement time  on
     each  issuance  date, Chase shall access DTC's system  to  verify
     whether settlement has occurred with respect to the Issuer's Book-
     Entry  Notes.   Prior to the close of business on  such  business
     day,  Chase  shall  deposit immediately available  funds  in  the
     amount  of  the proceeds due the Issuer (if any) to the  Issuer's
     account  at  Chase  and  designated  in  the  applicable  Program
     Schedule (the "Account"), provided that Chase has received  DTC's
     confirmation that the Book-Entry Notes have settled in accordance
     with  DTC's applicable rules, regulations and procedures.   Chase
     shall  have  no  liability to the Issuer whatsoever  if  any  DTC
     participant  purchasing  a Book-Entry Note  fails  to  settle  or
     delays  in  settling  its balance with DTC or  if  DTC  fails  to
     perform in any respect.







                                     197


     (b)  Issuance and Purchase of Certificated Notes. Upon receipt of
     issuance  instructions with respect to Certificated Notes,  Chase
     shall:  (a)  complete  each Certificated  Note  as  to  principal
     amount, date of issue, maturity date, place of payment, and  rate
     or  amount  of  interest (if such Note is  interest  bearing)  in
     accordance   with   such  instructions;  (b)   countersign   each
     Certificated  Note;  and (c) deliver each  Certificated  Note  in
     accordance  with the Issuer's instructions, except  as  otherwise
     set  forth  below.  Whenever Chase is instructed to  deliver  any
     Certificated   Note  by  mail,  Chase  shall  strike   from   the
     Certificated Note the word "Bearer," insert as payee the name  of
     the  person  so designated by the Issuer and effect  delivery  by
     mail  to  such  payee or to such other person as is specified  in
     such  instructions to receive the Certificated Note.  The  Issuer
     understands that, in accordance with the custom prevailing in the
     commercial paper market, delivery of Certificated Notes shall  be
     made  before  the  actual receipt of payment for  such  Notes  in
     immediately  available funds, even if the Issuer instructs  Chase
     to  deliver a Certificated Note against payment.  Therefore, once
     Chase  has  delivered  a  Certificated  Note  to  the  designated
     recipient, the Issuer shall bear the risk that such recipient may
     fail  to remit payment of such Note or return such Note to Chase.
     Delivery  of Certificated Notes shall be subject to the rules  of
     the  New  York  Clearing House in effect  at  the  time  of  such
     delivery.  Funds received in payment of Certificated Notes  shall
     be credited to the Account.

8.   USE OF SALES PROCEEDS IN ADVANCE OF PAYMENT

     Chase shall not be obligated to credit the Issuer's Account unless and
until  payment  of  the purchase price of each Note is received  by  Chase.
From time to time, Chase, in its sole discretion, may permit the Issuer  to
have  use of funds payable with respect to a Note prior to Chase's  receipt
of  the sales proceeds of such Note.  If Chase makes a deposit, payment  or
transfer of funds on behalf of the Issuer before Chase receives payment for
any  Note,  such deposit, payment or transfer of funds shall  represent  an
advance  by Chase to the Issuer to be repaid promptly, and in any event  on
the same day as it is made, from the proceeds of the sale of such Note,  or
by the Issuer if such proceeds are not received by Chase.

9.   PAYMENT OF MATURED NOTES

      On  any  day  when  a Note matures or is prepaid,  the  Issuer  shall
transmit,  or cause to be transmitted, to the Account, prior to  2:30  P.M.
New  York  time  on the same day, an amount of immediately available  funds
sufficient  to  pay  the aggregate principal amount of such  Note  and  any
applicable  interest  due.   Chase shall pay  the  interest  (if  any)  and
principal on a Book-Entry Note to DTC in immediately available funds, which
payment shall be by net settlement of Chase's account at DTC.  Chase  shall
pay  Certificated Notes upon presentment.  Chase shall have  no  obligation
under  the Agreement to make any payment for which there is not sufficient,
available  and  collected  funds in the Account,  and  Chase  may,  without
liability  to  the Issuer, refuse to pay any Note that would result  in  an
overdraft to the Account.



                                     198


10.  OVERDRAFTS

     (a)   Intraday overdrafts with respect to each Account  shall  be
     subject to Chase's policies as in effect from time to time.

     (b)   An overdraft will exist in an Account if Chase, in its sole
     discretion, (i) permits an advance to be made pursuant to Section
     8  and, notwithstanding the provisions of Section 8, such advance
     is not repaid in full on the same day as it is made, or (ii) pays
     a Note pursuant to Section 9 in excess of the available collected
     balance  in such Account.  Overdrafts shall be subject to Chase's
     established banking practices, including, without limitation, the
     imposition  of  interest, funds usage charges and  administrative
     fees.   The  Issuer  shall  repay any such  overdraft,  fees  and
     charges  no  later  than  the next business  day,  together  with
     interest  on the overdraft at the rate established by  Chase  for
     the  Account,  computed  from  and  including  the  date  of  the
     overdraft to the date of repayment.

11.  NO PRIOR COURSE OF DEALING

     No prior action or course of dealing on the part of Chase with respect
to  advances of the purchase price or payments of matured Notes shall  give
rise  to  any claim or cause of action by the Issuer against Chase  in  the
event  that  Chase refuses to pay or settle any Notes for which the  Issuer
has not timely provided funds as required by this Agreement.

12.  RETURN OF CERTIFICATED NOTES

      Chase  will in due course cancel any Certificated Note presented  for
payment  and return such Note to the Issuer.  Chase shall also  cancel  and
return  to  the Issuer any spoiled or voided Certificated Notes.   Promptly
upon written request of the Issuer or at the termination of this Agreement,
Chase  shall  destroy  all  blank,  unissued  Certificated  Notes  in   its
possession and furnish a certificate to the Issuer certifying such actions.

13.  INFORMATION FURNISHED BY CHASE

      Upon  the  reasonable  request of the Issuer,  Chase  shall  promptly
provide  the  Issuer with information with respect to any Note  issued  and
paid  hereunder, provided, that the Issuer delivers such request in writing
and,  to  the extent applicable, includes the serial number or note number,
principal  amount, payee, date of issue, maturity date, amount of  interest
(if any) and place of payment of such Note.

14.  REPRESENTATIONS AND WARRANTIES

      The  Issuer  represents and warrants that:  (i)  it  has  the  right,
capacity  and  authority to enter into this Agreement;  and  (ii)  it  will
comply  with  all of its obligations and duties under this Agreement.   The
Issuer  further represents and agrees that each Note issued and distributed
upon  its  instruction  pursuant  to this Agreement  shall  constitute  the
Issuer's  representation and warranty to Chase that such Note is  a  legal,
valid  and  binding obligation of the Issuer, and that such Note  is  being
issued  in  a  transaction  which is exempt  from  registration  under  the
Securities  Act  of 1933, as amended, and any applicable  state  securities
law.
                                     199


15.  DISCLAIMERS

      Neither Chase nor its directors, officers, employees or agents  shall
be  liable for any act or omission under this Agreement except in the  case
of  gross  negligence or willful misconduct.  IN NO EVENT  SHALL  CHASE  BE
LIABLE  FOR SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF  ANY  KIND
WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF  CHASE  HAS
BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE
FORM  OF  ACTION.   In  no  event shall Chase be  considered  negligent  in
consequence of complying with DTC's rules, regulations and procedures.  The
duties  and  obligations  of Chase, its directors, officers,  employees  or
agents shall be determined by the express provisions of this Agreement  and
they  shall  not  be liable except for the performance of such  duties  and
obligations  as are specifically set forth herein and no implied  covenants
shall  be  read  into this Agreement against them.  Neither Chase  nor  its
directors,  officers,  employees or agents shall be required  to  ascertain
whether  any issuance or sale of any Notes (or any amendment or termination
of  this  Agreement) has been duly authorized or is in compliance with  any
other  agreement to which the Issuer is a party (whether or  not  Chase  is
also a party to such agreement).

16.  INDEMNIFICATION

     The Issuer agrees to indemnify and hold harmless Chase, its directors,
officers,  employees and agents from and against any and  all  liabilities,
claims,   losses,   damages,  penalties,  costs  and  expenses   (including
reasonable  attorneys' fees and disbursements) suffered or incurred  by  or
asserted  or assessed against Chase or any of them arising out of Chase  or
any  of them acting as the Issuer's agent under this Agreement, except  for
such  liability,  claim, loss, damage, penalty, cost or  expense  resulting
from  the  negligence  or  willful  misconduct  of  Chase,  its  directors,
officers, employees or agents.  This indemnity will survive the termination
of this Agreement.

17.  OPINION OF COUNSEL

      The  Issuer  shall deliver to Chase all documents it  may  reasonably
request relating to the existence of the Issuer and authority of the Issuer
for  this  Agreement, including, without limitation, an opinion of  counsel
satisfactory to Chase.

18.  NOTICES

      All  notices, confirmations and other communications hereunder  shall
(except to the extent otherwise expressly provided) be in writing and shall
be  sent  by first-class mail, postage prepaid, by telecopier or  by  hand,
addressed as follows, or to such other address as the party receiving  such
notice shall have previously specified to the party sending such notice:

If to the Issuer:        Tyson Foods, Inc.
               2210 West Oaklawn Drive
               Springdale, Arkansas  72762-6999
               Attention:     Dennis Leatherby
               Telephone:     (501) 290-4000
               Facsimile:     (501) 290-4061


                                     200


If to Chase concerning the daily issuance and redemption of Notes:

               Attention:  Commercial Paper Operations
               55 Water Street, 2nd Floor
               New York NY 10041-2413
               Telephone:     (212) 638-0441
               Facsimile:     (212) 638-7881

All other:          Attention:  Commercial Paper Service Delivery Unit
               450 West 33rd Street, 15th Floor
               New York NY 10001-2697
               Telephone:     (212) 946-3108
               Facsimile:     (212) 946-8181

19.  COMPENSATION

      The  Issuer  shall  pay compensation for services  pursuant  to  this
Agreement  in accordance with the pricing schedules furnished by  Chase  to
the  Issuer  from time to time and upon such payment terms as  the  parties
shall  determine.  The Issuer shall also reimburse Chase for any  fees  and
charges imposed by DTC with respect to services provided in connection with
the Book-Entry Notes.

20.  BENEFIT OF AGREEMENT

      This Agreement is solely for the benefit of the parties hereto and no
other person shall acquire or have any right under or by virtue hereof.

21.  TERMINATION

      This  Agreement  may be terminated at any time  by  either  party  by
written  notice  to the other, but such termination shall  not  affect  the
respective  liabilities  of the parties hereunder  arising  prior  to  such
termination.

22.  FORCE MAJEURE

      In  no  event shall Chase be liable for any failure or delay  in  the
performance  of  its obligations hereunder because of circumstances  beyond
Chase's  control, including, but not limited to, acts of  God,  flood,  war
(whether  declared or undeclared), terrorism, fire, riot, strikes  or  work
stoppages  for any reason, embargo, government action, including any  laws,
ordinances,  regulations  or  the  like  which  restrict  or  prohibit  the
providing  of  the  services contemplated by this Agreement,  inability  to
obtain  material, equipment, or communications or computer  facilities,  or
the  failure  of  equipment or interruption of communications  or  computer
facilities, and other causes beyond Chase's control whether or not  of  the
same class or kind as specifically named above.

23.  ENTIRE AGREEMENT

       This   Agreement,  together  with  the  exhibits  attached   hereto,
constitutes the entire agreement between Chase and the Issuer with  respect
to  the  subject  matter hereof and supersedes in all  respects  all  prior
proposals, negotiations, communications, discussions and agreements between
the parties concerning the subject matter of this Agreement.

                                     201


24.  WAIVERS AND AMENDMENTS

      No  failure or delay on the part of any party in exercising any power
or  right  under  this Agreement shall operate as a waiver,  nor  does  any
single  or  partial exercise of any power or right preclude  any  other  or
further  exercise, or the exercise of any other power or  right.  Any  such
waiver shall be effective only in the specific instance and for the purpose
for  which  it  is  given.  No amendment, modification  or  waiver  of  any
provision of this Agreement shall be effective unless the same shall be  in
writing and signed by the Issuer and Chase.

25.  BUSINESS DAY

      Whenever any payment to be made hereunder shall be due on a day which
is not a business day for Chase, then such payment shall be made on Chase's
next succeeding business day.

26.  COUNTERPARTS

     This Agreement may be executed in counterparts, each of which shall be
deemed an original and such counterparts together shall constitute but  one
instrument.

27.  HEADINGS

      The headings in this Agreement are for purposes of reference only and
shall   not   in  any  way  limit  or  otherwise  affect  the  meaning   or
interpretation of any of the terms of this Agreement.

28.  GOVERNING LAW

      This  Agreement and the Notes shall be governed by and  construed  in
accordance with the internal laws of the State of New York, without  regard
to the conflict of laws provisions thereof.

29.  JURISDICTION AND VENUE

      Each  party  hereby irrevocably and unconditionally  submits  to  the
jurisdiction of the United States District Court for the Southern  District
of  New  York  and  any  New York State court located  in  the  Borough  of
Manhattan in New York City and of any appellate court from any thereof  for
the  purposes  of any legal suit, action or proceeding arising  out  of  or
relating to this Agreement (a "Proceeding").  Each party hereby irrevocably
agrees  that  all  claims in respect of any Proceeding  may  be  heard  and
determined in such Federal or New York State court and irrevocably  waives,
to the fullest extent it may effectively do so, any objection it may now or
hereafter  have  to the laying of venue of any Proceeding  in  any  of  the
aforementioned  courts  and  the defense of an inconvenient  forum  to  the
maintenance of any Proceeding.

30.  WAIVER OF TRIAL BY JURY

      EACH PARTY HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING
ARISING OUT OF OR RELATING TO ANY OF THE TRANSACTIONS CONTEMPLATED BY  THIS
AGREEMENT.


                                     202


31.  ACCOUNT CONDITIONS

      Each  Account shall be subject to Chase's account conditions,  as  in
effect from time to time.


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

THE CHASE MANHATTAN BANK           TYSON FOODS, INC.

By:                                By:

Name:                                   Name:

Title:                                  Title:

Date:  January 12, 2001                      Date:  January 12, 2001






































                                     203