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Senior Executive Employment Agreement - Tyson Foods Inc. and Donald E. Wray


by  and between TYSON FOODS, INC., a corporation organized under the laws of
Delaware (the 'Company'), and Donald E. Wray ('Employee').


     WHEREAS, following Employee's retirement from full time employment, the
Company  wishes  to  retain  Employee's services and  access  to  Employee's
experience and knowledge; and

     WHEREAS,  the  Employee  wishes to furnish  advisory  services  to  the
Company upon the terms, provisions and conditions herein provided;

     NOW, THEREFORE, in consideration of the foregoing and of the agreements
hereinafter contained, the parties hereby agree as follows:

1.   The term of this Agreement (the 'Term') shall begin on first day of the
     month  after  the   Employee retires from active  employment  with  the
     Company and end ten (10) years thereafter.

2.   During  the  Term,  Employee  will, upon  reasonable  request,  provide
     advisory services to the Company as follows:

     (a)  Services  hereunder  shall  be provided  as  an  employee  of  the

     (b)  Employee  may  be required to devote up to twenty (20)  hours  per
          month to the Company;

     (c)  Employee  may perform advisory services hereunder at any  location
          but  may  be  required to be at the offices of  the  Company  upon
          reasonable notice; and

     (d)  Employee  shall  not  be obligated to render services  under  this
          Agreement during any period when he is disabled due to illness  or

3.   Beginning  on the initial date of the Term, the Company shall  (i)  pay
     Employee each year for five (5) years the sum of $200,000 per year, and
     for the next five (5) years the sum of $100,000 per year, such sums  to
     be  payable  as the parties may from time to time agree;  (ii)  provide
     Employee  and  his  spouse with health insurance  during  the  Term  as
     generally  available to Employee at the time of retirement,  and  (iii)
     permit  Employee  to  continue all options to  purchase  Company  stock
     existing on the date of this Agreement.  In the event of the Employee's
     death,  the benefits described above shall continue to be paid  to  the
     Employee's spouse for the duration of the Term.  In the event of  death
     by  both  Employee  and his spouse, all benefits under  this  Agreement
     shall cease.

4.   In  the event of Employee's death the Company will, upon written notice
     given  within  sixty  (60)  days  of  death  by  Employee's  designated
     beneficiary,  if any, or otherwise by the administrator  of  Employee's
     estate, terminate all Employee owned options to purchase Company common
     stock,  whether or not then currently vested, in exchange  for  payment


     equal  to  the  aggregate spread  between the option  strike price  and
     the market value of such  stock at the close of business  on  the  next
     business day succeeding Employee's death.

5.   While  this  Agreement is in effect and thereafter, the Employee  shall
     not  divulge to  anyone, except in the regular course of the  Company's
     business,  any  confidential or proprietary information  regarding  the
     Company's records, plans or any other aspects of the Company's business
     which it considers confidential or proprietary.

6.   This Agreement shall terminate in the event Employee accepts employment
     from anyone deemed by the Company to be a competitor.
7.   The right of the Employee or any other beneficiary under this Agreement
     to  receive payments may not be assigned, pledged or encumbered, except
     by  will  or  by  the  laws  of descent and distribution,  without  the
     permission  of  the  Company which it may  withhold  in  its  sole  and
     absolute discretion.
8.   This  Agreement represents the complete agreement between  Company  and
     Employee concerning the subject matter hereof and supersedes all  prior
     employment  or benefit agreements or understandings, written  or  oral.
     No  attempted  modification or waiver of any of the  provisions  hereof
     shall  be binding on either party unless in writing and signed by  both
     Employee and Company.

9.   It  is  the  intention of the parties hereto that  all  questions  with
     respect to the construction and performance of this Agreement shall  be
     determined in accordance with the laws of the State of Arkansas.
     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date written above.

                                   TYSON FOODS, INC.

                                   Title: Chairman

                                   /s/ Donald E. Wray
                                   Donald E. Wray

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