SECURITIES AND
EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

SCHEDULE 13D

Under
the Securities Exchange Act of 1934

(Amendment
No. 6)1



TYSON FOODS, INC.



(Name of Issuer)



Class A Common Stock, par value $.10 per share



(Title of Class of
Securities)



902494103



(CUSIP Number)

Don
Tyson

Tyson
Limited Partnership

2210
  Oaklawn Drive

Springdale,
 Arkansas 72762-6999



(501) 290-4000



(Name,
Address and Telephone Number of Person

Authorized to Receive
Notices and Communications)



February 25, 2004



(Date
of Event which Requires Filing of This Statement)

 

 

 
If the filing
person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box



__________________

1The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.



 



 



 



 



 



 



 



 



 



 



 
CUSIP NO. 902494103


 
  
  
1)         Name of Reporting Person
  
  

  
  
  
Tyson Limited Partnership
  
 
 
  
  
            IRS Identification No. of Above Person
  (Entities Only)

  
  

  
  
  
I.D.# 71-0692500
  
 
 
  
  
2)         Check the Appropriate Box if a Member of a
  Group

  
  

  
  
  
(a) 
  
 
 
  

  
  
  
(b) X
  
 
 
  
  
3)         SEC Use Only

  
  

  
  

  
 
 
  
  
4)         Source of Funds
  
  

  
  
  
AF
  
 
 
  
  
5)         Check if Disclosure of Legal Proceedings is
  Required Pursuant to Items 2(d) and 2(e)

  
  

  
  

  
 
 
  

  
  

  
X
  
 
 
  
  
6)         Citizenship or Place of Organization

  
  

  
  
  
Delaware
  
 
 
  
  
Number of Shares Beneficially Owned by Each
  Reporting Person with:
  
  

  
  
  
7)    Sole Voting Power - 101,598,560 shares of Class B
  Common Stock (4,000,000 of which shares are subject to forward contracts
  discussed in item 4).  No Shares of Class A Common Stock
  
 
 
  

  
  

  
  
  
8)    Shared Voting Power - None
  
 
 
  

  
  

  
  
  
9)    Sole Dispositive Power - 101,598,560 shares of Class
  B Common Stock, (4,000,000 of which shares are subject to forward contracts
  discussed in item 4).  No Shares of Class A Common Stock
  
 
 
  

  
  

  
  
  
10)  Shared Dispositive Power - None

  
 
 
  
  
11)       Aggregate Amount Beneficially Owned by Each
  Reporting Person
  
  

  
  
  
101,598,560 shares of Class B Common Stock,
  and 0 Shares of Class A Common Stock

  
 
 
  

  
 
 
  
  
12)       Check if the Aggregate Amount in Row (11)
  Excludes Certain Shares

  
  

  
  
  
Not Applicable
  
 
 
  
  
13)       Percent of Class Represented by Amount in Row
  (11)

  
  

  
  
  
99.9% of Class B Common Stock presently
  convertible into Class A Stock (See Item 1)

  
 
 
  
  
14)       Type of Reporting Person
  
  

  
  
  
PN
  
 




 

 
SCHEDULE
13D

This Amendment No. 6 amends, as set forth below, the statement on
Schedule 13D, dated April 30, 1991, as amended by Amendment No. 1 thereto,
dated July 10, 1991, Amendment No. 2 thereto, dated April 3, 1992, Amendment
No. 3 thereto, dated October 31, 2001, Amendment No. 4 thereto, dated
January 17, 2002 and Amendment No. 5 thereto, dated June 30, 2003 for the Tyson
Limited Partnership, a Delaware limited partnership (the "Partnership"), with
respect to the Class A Common Stock, par value $.10 per share (the "Class A
Stock"), of Tyson Foods, Inc., a Delaware corporation (the "Company"), and the Class
B Common Stock, par value $.10 per share (the "Class B Stock"), of the Company
and reflects the execution by TLP Investment, L.P. ("TLP") of a prepaid
variable equity forward contract relating to 2,000,000 shares of Class B Stock,
and the execution by TLP and TLPCRT, L.P. ("TLPCRT") (TLP and TLPCRT
collectively, the "Counterparties") of amendments to two existing pre-paid
variable equity forward contracts relating to an aggregate of 2,000,000 shares
of Class B Common Stock to extend the expiration date and to modify the
exercise prices and other terms of each contract.  Each Counterparty is a
limited partnership for which the Partnership directly or indirectly holds all
of the outstanding beneficial interest.

Item 1.             Security
and Issuer

The class of equity securities to which this statement on Schedule 13D
(the "Statement") relates is the Class A Stock of the Company whose principal
executive offices are located at 2210 Oaklawn Drive, Springdale, Arkansas 72762-6999. 
The Partnership is causing this statement to be filed by virtue of its
beneficial ownership of the Company's Class B Stock.  The Class A and Class B
Stock are hereinafter collectively referred to as the "Shares." Pursuant to the
Company's Certificate of Incorporation, and subject to certain terms and
conditions contained therein, each share of Class B Stock is presently
convertible, at the option of the respective holder thereof, into one fully
paid and non‑assessable share of the Company's Class A Stock.  As of February 25 , 2004, the Partnership owned 101,598,560 shares of Class B Stock (4,000,000
shares of  which shares are subject to forward contracts discussed in item 4)
or 99.9% of the total shares of such class outstanding.  The Partnership did
not own any shares of Class A Stock on such date.

Item 2.             Identity and Background

This statement is being filed by the Partnership which was formed on June 8, 1990. Substantially all of the Class B Stock held by the Partnership represent the
Tyson family's controlling interest in the Company. The principal business
address of the Partnership is 2210 Oaklawn Drive, Springdale, Arkansas 72762-6999.

The purpose and nature of business to be conducted by the Partnership
includes the following: (i) to engage generally in the farming and ranching
business, including the acquisition, development, construction, operation and
disposition of farming and ranching properties; (ii) to engage generally in the
real estate business, including the improvement, development, acquisition or
disposition of real estate properties; (iii) to engage generally in the mineral
business and to acquire, develop and operate mineral properties; (iv) to
invest, acquire, dispose of or otherwise deal in stocks, bonds and securities
of any person, including the Company; and (v) to conduct any other business
necessary or incidental to the foregoing or that may be lawfully conducted by
the Partnership under the Delaware Revised Uniform Limited Partnership Act.

The managing general partner of the Partnership is Don Tyson, a member of
the Board of Directors of the Company. The name, residence or business address,
present principal occupation or employment and citizenship of each general
partner of the Partnership is set forth in Schedule 1 hereto and incorporated
herein by reference. Don Tyson has a 54.3123% combined percentage interest as a
general and limited partner in the Partnership and the Estate of Randal Tyson
has a 45.062% percentage interest as a limited partner in the Partnership.

During the last five years, neither the Partnership, nor, to the best
knowledge of the Partnership, any general partner of the Partnership (a) has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.

Item 3.             Source and Amount of Funds or Other Consideration

The Partnership acquired the 101,598,560 shares of Class B Stock,
presently convertible into the Class A Stock (see Item 1), as capital
contributions from the Partnership's limited partners. In exchange for this
capital contribution, such limited partners received a 98.8% combined
percentage interest in the Partnership.  Additionally, at its formation the
Partnership acquired shares of Class A Stock as capital contributions from the
Partnership's general partners in exchange for a 1.2% combined percentage
interest in the Partnership.  The Partnership subsequently disposed of its
original holdings of Class A Stock.

Item 4.             Purpose of Transaction

The Shares were acquired by the Partnership for the purpose of
aggregating the Tyson family's previously held controlling interest in the
Company into a more flexible ownership vehicle. Additionally, the Shares are
held by the Partnership as an investment asset.  From time to time the
Partnership intends to review and monitor its investment in the Company and
anticipates that it may change such investment by acquiring or selling
additional Shares in the open market, in privately negotiated transactions or
otherwise. In reaching any conclusions regarding any change in the level of
investment in the Shares, the Partnership will take into consideration various
factors, including but not limited to, the price and availability of the
Shares, future events affecting the Company, general stock market and economic
conditions and other investment and business opportunities available to the
Partnership.

Since the Partnership's last amendment to its Schedule 13D, the
Partnership has engaged in the following transactions in the Shares:

The Counterparties have amended two existing pre-paid variable equity
forward contracts with Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPFS") relating to an aggregate of 2,000,000 shares of Class B Stock
extending their respective expiration dates to June 22, 2005 and modifying the
exercise prices and other terms of each contract (the "Amended Contracts"). 
TLP has also entered into a new pre-paid variable equity forward contract with
JPMorgan Chase Bank relating to 2,000,000 shares of Class B Stock which expires
on January 23, 2006 (the "New Contract"). Each of these transactions were
effective February 25, 2004.  As a result of these transactions, the
Counterparties received net proceeds of $26,748,800. 

Under the terms of each of the Amended Contracts, each Counterparty has
agreed to deliver a number of shares of Class A Stock (or Class B Stock
immediately convertible into Class A Stock) on the respective expiration dates
of the contracts (or on an earlier date if the contract is terminated early)
pursuant to the following formula:  (i) if the price of Class A Stock on the
date of expiration or termination (the "Final Price") is less than a specified
floor price (the "Floor Price"), then 1,000,000 shares; (ii) if the Final Price
is less than or equal to a specified maximum price (the "Cap Price"), but great
than or equal to the Floor Price, then a number of shares equal to 1,000,000
times the Floor Price divided by the Final Price; (iii) if the Final Price is
greater than the Cap Price, then a number of shares equal to 1,000,000
multiplied by a fraction, the numerator of which is the sum of the Floor Price
and the difference between the Final Price and the Cap Price, and the
denominator of which is the Final Price.  In connection with the contracts, the
Counterparties have pledged 2,000,000 shares of Class B Stock to secure their
obligations under the Amended Contracts.

Under the terms of the New Contract, TLP has agreed to deliver a number
of shares of Class A Stock (or Class B Stock immediately convertible into Class
A Stock) on the expiration date of the contract (or on an earlier date if the
contract is terminated early) pursuant to the following formula:  (i) if the
Final Price is less than the Floor Price, then 2,000,000 shares; (ii) if the
Final Price is less than or equal to the Cap Price, but great than or equal to
the Floor Price, then a number of shares equal to 2,000,000 times the Floor
Price divided by the Final Price; (iii) if the Final Price is greater than the
Cap Price, then a number of shares equal to 2,000,000 multiplied by a fraction,
the numerator of which is the sum of the Floor Price and the difference between
the Final Price and the Cap Price, and the denominator of which is the Final
Price.  In connection with the transaction, TLP has pledged 2,000,000 shares of
Class B Stock to secure its obligations under the New Contract. 

Under the contracts, in lieu of the delivery of Shares, each Counterparty
may, at its option, settle the contracts by delivery of cash.  In certain events,
the Counterparties are obligated to settle the contracts by delivery of cash. 
Each of the three contracts has a Floor Price equal to $15.4544/share and a Cap
Price equal to $18.55/share, all based on an average market price of
$15.4544/share over a four trading day period ending on February 25, 2004.  The amended contracts are now evidenced by the confirmations that have been
filed as exhibits to this Schedule 13D.

Except with respect to the New Contract (discussed above) and the Amended
Contracts with MLPFS (discussed above), the Partnership currently has no plans
to acquire or dispose of any significant number of Shares. Additionally, the
Partnership currently has no plans or proposals which would result in or relate
to any of the transactions described in subparagraphs (b) through (j) of Item 4
of Schedule 13D. However, the Partnership reserves the right to change its
plans or intentions at any time and to take any and all actions it may deem
appropriate with respect to its investment in the Company.

Item 5.             Interest in Securities of the Issuer

(a)        As of February 25, 2004, the Partnership beneficially owned a
total of 101,598,560 shares of Class B Stock, constituting approximately 99.9%1 of the total shares
of such class outstanding.2 
Additionally, the Partnership did not own any shares of Class A Stock on such
date. Neither the Partnership, nor, to the best knowledge of the Partnership,
the general partners of the Partnership, presently own any Shares, except as
set forth herein.3

(b)        Don Tyson, as managing general partner of the partnership, has
the exclusive right, subject to certain restrictions, to vote or direct the
vote of and to dispose of or direct the disposition of all the Shares
beneficially owned by the Partnership.

(c)        Except for the transactions described in Item 4 above, neither
the Partnership, nor, to the best knowledge of the Partnership, any of the
general partners of the Partnership have effected a transaction in the Class B
Stock during the past 60 days.

(d)        Under the New Contract and Amended Contracts (collectively, the
"Forward Contracts"), MLPFS and JPMorgan Chase Bank have the right to receive a
portion of any dividends declared on the shares of Class B Stock subject to their
respective Forward Contracts.  Those parties have the right to receive a
portion of the dividends only to the extent the per share amount of any
dividend declared on the Class B Stock exceeds $0.04, and then such parties
only have the right to receive dividend amounts in excess of such $0.04 per
share.  Except for the foregoing dividend rights, the other rights of MLPFS and
JPMorgan Chase Bank under the Forward Contracts as described in Item 4 above,
and the rights of the Counterparties as described in Item 4 above, no person
has any right to recieve or the power to direct the receipt of dividends from
or the proceeds from the sale of the shares.

(e)        Not applicable.

Item
6.             Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer

The Partnership is governed by the terms of a Partnership Agreement dated
 June 8, 1990 (the "Agreement"). Pursuant to the Agreement, Don Tyson, as
managing general partner, has the exclusive right, subject to certain
restrictions, to do all things necessary to manage, conduct, control and operate
the Partnership's business, including the right to vote all shares or other
securities held by the Partnership, as well as the right to mortgage, pledge or
grant security interests in any assets of the Partnership. The Partnership
terminates on December 31, 2040. Additionally, the Partnership may be dissolved
upon the occurrence of certain events, including (i) a written determination by
the managing general partner that the projected future revenues of the
Partnership will be insufficient to enable payment of costs and expenses, or
that such future revenues will be such that continued operation of the
Partnership will not be in the best interest of the partners, (ii) an election
to dissolve the Partnership by the managing general partner that is approved by
the affirmative vote of a majority in percentage interest of all general
partners and (iii) the sale of all or substantially all of the Partnership's
assets and properties. The withdrawal of the managing general partner or any
other general partner (unless such partner is a sole remaining general partner)
will not cause a dissolution of the Partnership. Upon dissolution of the
Partnership, each partner, including all limited partners, will receive in cash
or otherwise, after payment of creditors, loans from any partner, and return of
capital account balances, their respective percentage interests in the
partnership assets. In addition, the Agreement provides that in the event it is
determined that a sale of Partnership assets and distribution in cash would be
impracticable or cause undue loss to the partners, each partner may, subject to
certain conditions, receive in lieu of cash, the particular assets contributed
by each such partner to the Partnership.

In addition to the New Contract and Amended Contracts as described in
Item 4, the Counterparties are party to one additional prepaid forward contract
with JPMorgan Chase with respect to an aggregate of 1,000,000 shares of Class B
Stock and four additional prepaid forward contracts with MLPFS with respect to
an aggregate of 4,000,000 shares of Class B Stock, each of which as previously
described in Amendment No. 5 to this Schedule 13D.

Item 7.             Material
to be Filed as Exhibits

Included
as an exhibit to this Statement is the following:

Exhibit

A        Agreement of Limited Partnership of Tyson Limited Partnership,
dated June 8, 1990 (incorporated by reference from the Reporting Person's
Schedule 13D, dated April 30, 1991, filed with the SEC on May 1, 1991).



B         ISDA Master Agreement, dated October 8, 2001, between TLPCRT
and MLPFS (incorporated by reference from the Reporting Person's Amendment No.
3 to Schedule 13D, dated October 31, 2001, filed with the SEC on November 20, 2001).



C         ISDA Master Agreement, dated December 3, 2001, between TLP
Investment, L.P. and MLPFS (incorporated by reference from the Reporting Person's
Amendment No. 4 to Schedule 13D, dated January 17, 2002, filed with the SEC on
November 20, 2001).



D         Stock Purchase Agreement, dated February 19, 2004, between TLP Investment, L.P. and JPMorgan Chase Bank (by J.P. Morgan 
Securities Inc., as its Agent)



E          Pledge
Agreement, dated February 19, 2004, among TLP Investment, L.P., JPMorgan Chase
Bank, as Secured Party and JPMorgan Chase Bank, as Collateral Agent

F          Pricing Schedule - Tranche No. 1, dated February 25, 2004 between TLP Investment L.P. and JPMorgan Chase Bank (by JPMorgan Securities Inc.,
as its Agent).



G         Pricing Schedule - Tranche No. 2, dated February 25, 2004 between TLP Investment L.P. and JPMorgan Chase Bank (by JPMorgan Securities Inc.,
as its Agent).



H         Confirmation of Prepaid Variable Share Forward, dated February 25, 2004, between TLPCRT and MLPFS (termination date of June 22, 2005).



I           Confirmation of Prepaid Variable Share Forward, dated February 25, 2004, between TLP Investment L.P. and MLPFS (termination date of June 22, 2005). 









SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Dated: March 11, 2004

TYSON LIMITED PARTNERSHIP

By:/s/ Harry
C. Erwin, III                     


            Harry C. Erwin, III

            General Partner







SCHEDULE 1

GENERAL
PARTNERS OF TYSON LIMITED PARTNERSHIP


 
  
  
Name and Business Address
  
  
  
Citizenship
  
  
  
Present Principal Occupation
  
 
 
  

  
  

  
  

  
 
 
  
  
Don Tyson

  Managing General Partner

  2210 W. Oaklawn Drive

  Springdale, AR 72762-6999
  
  
  
United States
  
  
  
Private Investor; Member of the Board of Directors of
  Tyson Foods, Inc.
  
 
 
  

  
  

  
  

  
 
 
  
  
Leland Tollett

  2210 W. Oaklawn Drive

  Springdale, AR 72762-6999
  
  
  
United States
  
  
  
Private Investor; Member of the Board of Directors of
  Tyson Foods, Inc.
  
 
 
  

  
  

  
  

  
 
 
  
  
Barbara Tyson

  2210 W. Oaklawn Drive

  Springdale, AR  72762-6999
  
  
  
United States
  
  
  
Member of the Board of Directors and Vice President of
  Tyson Foods, Inc.
  
 
 
  

  
  

  
  

  
 
 
  
  
John Tyson

  2210 W. Oaklawn Drive

  Springdale, AR  72762-6999
  
  
  
United States
  
  
  
Chairman of the Board of Directors and Chief Executive
  Officer of Tyson Foods, Inc.
  
 
 
  

  
  

  
  

  
 
 
  
  
Harry C. Erwin, III

  2210 W. Oaklawn Drive

  Springdale, AR 72762-6999
  
  
  
United States
  
  
  
Private Consultant
  
 
 
  

  
  

  
  

  
 
 
  
  
James B. Blair

  2210 W. Oaklawn Drive

  Springdale, AR 72762-6999
  
 
  
 
  
 
  
  
  
United States
  
  
  
Private Consultant
  
 












EXHIBIT D

 



STOCK PURCHASE
AGREEMENT





dated as of 





February 19, 2004









between









TLP INVESTMENT, L.P.





and





JPMORGAN CHASE BANK,

by J.P. MORGAN
SECURITIES INC., as its Agent






TABLE OF CONTENTS



 

                                                                                                                          Page



ARTICLE 1 Definitions



Section 1.01.  Definitions.................................................................................... 1



ARTICLE 2 Sale and Purchase; Payment; Establishment of Tranches



Section 2.01.  Sale
and Purchase........................................................................ 7

Section 2.02.  Payment,
Establishment of Tranches.......................................... 7

Section 2.03.  Settlement
Date.......................................................................... 11

Section 2.04.  Cash
Settlement Option............................................................. 12



ARTICLE 3 Representations and Warranties



Section 3.01.  Representations
and Warranties of Seller.................................. 13

Section 3.02.  Representations
and Warranties of Buyer.................................. 17



ARTICLE 4 Conditions



Section 4.01.  Conditions
to Effectiveness of this Agreement.......................... 18

Section 4.02.  Conditions
to Buyer's Obligations............................................. 21



ARTICLE 5 Covenants



Section 5.01.  Taxes.......................................................................................... 21

Section 5.02.  Forward
Contract...................................................................... 21

Section 5.03.  Notices....................................................................................... 22

Section 5.04.  Agreement
to Deliver Documents.............................................. 22

Section 5.05.  Further
Assurances.................................................................... 22

Section 5.06.  No
Sales of Class A Common Stock.......................................... 23

Section 5.07.  Securities
Contract.................................................................... 23

Section 5.08.  Form
144 Filing......................................................................... 23

Section 5.09.  Indemnification.......................................................................... 24



ARTICLE 6 Adjustments



Section 6.01.  Dilution
Adjustments................................................................. 24

Section 6.02.  Merger
Events............................................................................ 27

Section 6.03.  Nationalization
and Insolvency.................................................. 28

Section 6.04.  Termination
and Payment......................................................... 29



ARTICLE 7 Acceleration



Section 7.01.  Acceleration............................................................................... 29



ARTICLE 8 Miscellaneous



Section 8.01.  Notices....................................................................................... 33

Section 8.02.  Governing
Law; Severability; Submission to Jurisdiction; 

                      Waiver of Jury Trial................................................................... 33

Section 8.03.  Set-off......................................................................................... 34

Section 8.04.  Entire
Agreement....................................................................... 34

Section 8.05.  Amendments,
Waivers................................................................ 34

Section 8.06.  Assignment
by Buyer; No Third Party Rights, Successors

                      and Assigns...............................................................................  34

Section 8.07.  Counterparts.............................................................................. 35

Section 8.08.  Non-confidentiality.................................................................... 35

Section 8.09.  Overdue
Amounts...................................................................... 35

Section 8.10.  Matters
Related to Agent........................................................... 35

Section 8.11.  Calculation
Agent...................................................................... 36





EXHIBIT A     Form
of Pre-pricing Acknowledgment

EXHIBIT B      Form
of Pricing Schedule









STOCK PURCHASE
AGREEMENT





THIS AGREEMENT
is made as of this 19th day of February, 2004, between TLP
INVESTMENT, L.P., a Delaware limited partnership ("Seller"), and
JPMORGAN CHASE BANK, a New York banking corporation ("Buyer"), by J.P.
MORGAN SECURITIES INC., a Delaware corporation, as its agent ("Agent").

WHEREAS,
Seller owns shares of Class B common stock, par value $0.10 per share, or
security entitlements in respect thereof ("Class B Common Stock"), of
Tyson Foods, Inc., a Delaware corporation (the "Issuer");

WHEREAS,
shares of Class B Common Stock are convertible into shares of Class A common
stock, par value $0.10 per share, or security entitlements in respect thereof
("Class A Common Stock"), of the Issuer;

WHEREAS,
Seller and Buyer are willing to sell and purchase shares of Class A Common
Stock at the times and on the terms set forth herein; and

WHEREAS,
Seller has agreed, pursuant to the Pledge Agreement (as defined herein), to
grant Buyer a security interest in certain shares (the "Pledged Shares")
of Class A Common Stock or Class B Common Stock to secure the obligations of
Seller hereunder;

NOW,
THEREFORE, in consideration of their mutual covenants herein contained, the
parties hereto, intending to be legally bound, hereby mutually covenant and
agree as follows:



ARTICLE 1

Definitions

Section 1.01.  Definitions.  (a) The following terms, as used herein, have the following meanings: 

"Business
Day" means any day on which commercial banks are open for business in New
  York City and the Exchange is not closed.

"Calculation
Agent" means JPMorgan Chase Bank.

"Closing
Price" means, with respect to any security on any Valuation Date or any
other Trading Day, the closing sale price (or, if no closing sale price is
reported, the last reported sale price) of such security on the Exchange on
such day or, if such price is not so reported, the last quoted bid price for
such security in the over‑the‑counter market on such day as
reported by Pink Sheets LLC (formerly known as the National Quotation Bureau)
or similar organization or, if such bid price is not available, the market
value of such security on such day as determined by the Calculation Agent, in
each case determined as of the close of regular session trading on the
Exchange); provided that if such close of regular session trading on the
Exchange is extended to later than 4:00 p.m. (New York time), then the time as
of which the relevant sale or bid price shall be determined shall be selected
by the Calculation Agent in its sole discretion; provided further that
the proviso contained in the definition of Valuation Date shall apply to the
price determined on any other Trading Day mutatis mutandis.

"Collateral
Agent" means JPMorgan Chase Bank, as collateral agent under the Pledge
Agreement.

"Dividend
Period" means, with respect to a Dividend Period End Date for any Tranche,
the period commencing on the date immediately following the preceding Dividend
Period End Date for such Tranche, and ending on such Dividend Period End Date
for such Tranche; provided that with respect to the first Dividend
Period End Date for such Tranche, such period shall commence on the day
immediately following the last day of the Hedging Period for such Tranche.

"Dividend
Period End Date" means, with respect to any Tranche, each of the dates that
follow the last day of the Hedging Period for such Tranche by a multiple of
three months.

"Effective
Date" means the later of the date hereof and such subsequent date on which
all the conditions set forth in Section 4.01 are
either satisfied or waived.

"Exchange"
means, with respect to any security at any time, the principal national
securities exchange or automated quotation system, if any, on which such
security is listed or quoted at such time.

"Free Stock"
means Class A Common Stock that is not subject to any Transfer Restrictions
(other than any Transfer Restrictions arising solely from the fact that Seller
is an "affiliate" within the meaning of Rule 144 under the Securities Act of
the Issuer) in the hands of Seller immediately prior to delivery to an
affiliate of Buyer designated by Buyer hereunder and such Class A Common Stock
would not be subject to any Transfer Restrictions in the hands of such
affiliate of Buyer upon delivery to such affiliate of Buyer.

"Hedging
Termination Date" means the date six months from the date hereof. 

"Insolvency
Proceeding" means any case or any judicial, administrative or other
proceeding, or the filing of any petition or the taking of any similar action,
(i) seeking a judgment of or arrangement for insolvency, bankruptcy,
winding-up, liquidation, reorganization, composition, rehabilitation,
administration or similar relief with respect to Seller or the Issuer, as the
case may be, or its debts or assets, (ii) seeking the appointment or election
of a conservator, trustee, receiver, liquidator, administrator, custodian or
similar official for Seller or the Issuer, as the case may be, or any
substantial part of its assets, or (iii) which has an effect similar or
analogous to the foregoing.

"Lien"
means any lien, mortgage, security interest, pledge, charge, adverse claim or
encumbrance of any kind.

"Market
Disruption Event" means, with respect to any Tranche, in relation to any
Hedging Day or any Valuation Date for such Tranche, as determined by the
Calculation Agent, the occurrence or existence during the one-half hour period
that ends at the close of the regular session of trading on the Exchange of any
material suspension of or material limitation imposed on trading in (i) the
Class A Common Stock or in stocks generally on the Exchange or (ii) options
contracts or futures contracts related to the Class A Common Stock on the
primary exchange on which such contracts are traded; provided that a
limitation on the hours and number of days of trading resulting from a change
in the regular business hours of the Exchange or such options exchange will not
constitute a "Market Disruption Event".

"Ordinary
Dividend Amount" means with respect to any Dividend Period for any Tranche,
$0.04 per share of Class A Common Stock, as adjusted on account of any
Potential Adjustment Event, in accordance with the provisions of Article 6.

"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 an agency or instrumentality thereof.

"Pledge
Agreement" means the Pledge Agreement dated as of the date hereof among
Seller, Buyer and the Collateral Agent, as amended from time to time.

"Publicly-Traded
Entity" means a corporation incorporated under the laws of the United
  States or any state thereof the common stock of which is (i) distributed in a
Spinoff or issued in connection with a Merger Event and (ii) listed or traded
on any national securities exchange in the United States or on the NASDAQ
National Market System.

"Securities
Act" means the Securities Act of 1933, as amended.

"Settlement
Date" means, with respect to any Tranche, the third Business Day
immediately following the last Valuation Date for such Tranche.

"Settlement
Price" means, with respect to any Tranche, (i) for purposes of determining
the Settlement Ratio for physical settlement pursuant to Section 2.03(a), the amount obtained by dividing the Hedged
Value for such Tranche by a fraction, the numerator of which is equal to the
sum of the fractions obtained by dividing the Hedged Value for such Tranche by
the relevant Closing Price on each Valuation Date for such Tranche, as
determined by the Calculation Agent, and the denominator of which is equal to
the number of Valuation Dates for such Tranche and (ii) for purposes of determining
the Settlement Ratio for cash settlement pursuant to Section 2.04, the arithmetic mean of the relevant Closing Prices
per share of Class A Common Stock on each Valuation Date for such Tranche.

"Settlement
Ratio" means, with respect to any Tranche, rounded upward or downward to
the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next
lower 1/10,000th and determined in accordance with the following formula, and
is subject to adjustment as a result of certain events as provided in Article 6:  (i) if the Settlement Price for such Tranche is less
than the Upside Limit for such Tranche but greater than the Hedged Value for
such Tranche, the Settlement Ratio for such Tranche shall be a ratio equal to
the Hedged Value for such Tranche divided by the Settlement Price for such
Tranche; (ii) if the Settlement Price for such Tranche is equal to or greater
than the Upside Limit for such Tranche, the Settlement Ratio for such Tranche
shall be a ratio equal to the sum of the Hedged Value for such Tranche divided
by the Settlement Price for such Tranche and a fraction the numerator of which
is equal to the difference between the Settlement Price for such Tranche and
the Upside Limit for such Tranche and the denominator of which is equal to the
Settlement Price for such Tranche and (iii) if the Settlement Price for such
Tranche is equal to or less than the Hedged Value for such Tranche, the
Settlement Ratio for such Tranche shall be one (1).

"Trading Day"
means, with respect to any security, a day on which the Exchange for such
security is open for trading or quotation.

"Transfer
Restriction" means, with respect to any security or other property, any
condition to or restriction on the ability of the holder thereof to sell,
assign or otherwise transfer such security or other property or to enforce the
provisions thereof or of any document related thereto whether set forth in such
security or other property itself or in any document related thereto, including,
without limitation, (i) any requirement that any sale, assignment or other
transfer or enforcement of such security or other property be consented to or
approved by any Person, including, without limitation, the issuer thereof or
any other obligor thereon, (ii) any limitations on the type or status,
financial or otherwise, of any purchaser, pledgee, assignee or transferee of
such security or other property, (iii) any requirement of the delivery of any
certificate, consent, agreement, opinion of counsel, notice or any other
document of any Person to the issuer of, any other obligor on or any registrar
or transfer agent for, such security or other property, prior to the sale,
pledge, assignment or other transfer or enforcement of such security or other property
and (iv) any registration or qualification requirement or prospectus delivery
requirement for such security or other property pursuant to any federal, state
or foreign securities law (including, without limitation, any such requirement
arising as a result of Rule 144 or Rule 145 under the Securities Act); provided
that the required delivery of any assignment, instruction or entitlement order
from the seller, pledgor, assignor or transferor of such security or other
property (including the Issuer Acknowledgement), together with any evidence of
the corporate or other authority of such Person, shall not constitute a
"Transfer Restriction".

"Valuation
Date" means, with respect to any Tranche, each of the Averaging Number of
Trading Days preceding and including the Maturity Date for such Tranche (for
the avoidance of doubt, if the Averaging Number is one, the Maturity Date will
be the only Valuation Date for such Tranche); provided that if there is
a Market Disruption Event on any Valuation Date for such Tranche, then such
Valuation Date for such Tranche shall be the first succeeding Trading Day on
which there is no Market Disruption Event and on which another Valuation Date
does not or is not deemed to occur, unless such first succeeding Trading Day
has not occurred as of the fifth Trading Day immediately following the Maturity
Date for such Tranche, in which case (i) such Valuation Date for such Tranche
shall be that fifth Trading Day, notwithstanding the Market Disruption Event or
that another Valuation Date occurs or is deemed to occur on such fifth Trading
Day and (ii) notwithstanding the definition of "Closing Price", the Calculation
Agent shall determine the Closing Price for such Tranche as of that fifth
Trading Day in its discretion. 

              (b)   Each of the following terms is defined
in the Section set forth opposite such term:

 




  
   

   
Term
   
   
   
 
   
Section
   
  

 
  
  
Acceleration Amount......................................... 
  
  

  
7.01
  
 
 
  

  
Acceleration Amount Notice.............................. 
  
  

  
7.01
  
 
 
  

  
Acceleration Date.............................................. 
  
  

  
7.01
  
 
 
  

  
Acceleration Value............................................ 
  
  

  
7.01
  
 
 
  

  
Advance Rate................................................... 
  
  

  
2.02(d)
  
 
 
  

  
Averaging Number............................................ 
  
  

  
2.02(d)
  
 
 
  

  
Bankruptcy Code.............................................. 
  
  

  
5.07
  
 
 
  

  
Base Amount.................................................... 
  
  

  
2.02(d)
  
 
 
  

  
Cash Settlement Amount................................... 
  
  

  
2.04
  
 
 
  

  
CEA................................................................. 
  
  

  
3.01(n)
  
 
 
  

  
Contract Shares................................................ 
  
  

  
2.03(a)
  
 
 
  

  
Damages........................................................... 
  
  

  
5.09
  
 
 
  

  
Downside Rate.................................................. 
  
  

  
2.02(d)
  
 
 
  

  
Event of Default................................................. 
  
  

  
7.01
  
 
 
  

  
Extraordinary Dividend...................................... 
  
  

  
6.01(b)
  
 
 
  

  
Hedged Value................................................... 
  
  

  
2.02(d)
  
 
 
  

  
Hedging Commencement Date........................... 
  
  

  
2.02(d)
  
 
 
  

  
Hedging Day..................................................... 
  
  

  
2.02(d)
  
 
 
  

  
Hedging Fee...................................................... 
  
  

  
2.02(d)
  
 
 
  

  
Hedging Period................................................. 
  
  

  
2.02(d)
  
 
 
  

  
Indemnified Person............................................ 
  
  

  
5.09
  
 
 
  

  
Initial Share Price.............................................. 
  
  

  
2.02(d)
  
 
 
  

  
Initial Short Position........................................... 
  
  

  
2.02(d)
  
 
 
  

  
Insolvency......................................................... 
  
  

  
6.03
  
 
 
  

  
Issuer Acknowledgment.................................... 
  
  

  
4.01(e)
  
 
 
  

  
Maturity Date.................................................... 
  
  

  
2.02(d)
  
 
 
  

  
Maximum Base Amount.................................... 
  
  

  
2.02(d)
  
 
 
  

  
Maximum Number............................................ 
  
  

  
2.02(b)
  
 
 
  

  
Merger Date..................................................... 
  
  

  
6.02(c)
  
 
 
  

  
Merger Event.................................................... 
  
  

  
6.02(c)
  
 
 
  

  
Nationalization................................................... 
  
  

  
6.03
  
 
 
  

  
New Shares...................................................... 
  
  

  
6.02(c)
  
 
 
  

  
Ordinary Dividend............................................. 
  
  

  
6.01(b)
  
 
 
  

  
Original Stock................................................... 
  
  

  
6.01(c)
  
 
 
  

  
Other Consideration.......................................... 
  
  

  
6.01(a)
  
 
 
  

  
Payment Date.................................................... 
  
  

  
2.02(d)
  
 
 
  

  
Potential Adjustment Event................................ 
  
  

  
6.01(b)
  
 
 
  

  
Prepayment Amount.......................................... 
  
  

  
2.04
  
 
 
  

  
Prepayment Determination Price........................ 
  
  

  
2.04
  
 
 
  

  
Prepayment Determination Ratio........................ 
  
  

  
2.04
  
 
 
  

  
Pre-pricing Acknowledgment............................. 
  
  

  
2.02(b)
  
 
 
  

  
Pricing Schedule................................................ 
  
  

  
2.02(c)
  
 
 
  

  
Purchase Price.................................................. 
  
  

  
2.02(d)
  
 
 
  

  
Relevant Price................................................... 
  
  

  
2.02(d)
  
 
 
  

  
Share-for-Share Merger Event.......................... 
  
  

  
6.02(c)
  
 
 
  

  
Share-for-Combined Merger Event................... 
  
  

  
6.02(c)
  
 
 
  

  
Spinoff.............................................................. 
  
  

  
6.01(c)
  
 
 
  

  
Spinoff Issuer.................................................... 
  
  

  
6.01(c)
  
 
 
  

  
Spinoff Stock.................................................... 
  
  

  
6.01(c)
  
 
 
  

  
Termination Amount.......................................... 
  
  

  
6.04
  
 
 
  

  
Termination Amount Notice............................... 
  
  

  
6.04
  
 
 
  

  
Termination Date............................................... 
  
  

  
6.04
  
 
 
  

  
Terms of Tranche.............................................. 
  
  

  
2.02(b)
  
 
 
  

  
Tranche............................................................. 
  
  

  
2.02(b)
  
 
 
  

  
Upside Limit...................................................... 
  
  

  
2.02(d)
  
 
 
  

  
Upside Rate...................................................... 
  
  

  
2.02(d)
  
 






ARTICLE 2

Sale and Purchase; Payment; Establishment of Tranches

Section 2.01.  Sale and Purchase.  Upon the terms
and subject to the conditions of this Agreement, Seller agrees to sell to
Buyer, and Buyer agrees to purchase and acquire from Seller, a number of shares
of Class A Common Stock for each Tranche established hereunder.

Section 2.02.  Payment, Establishment
of Tranches.  

              (a)   Payment.  Upon the terms and
subject to the conditions of this Agreement, Buyer shall deliver to Seller the
Purchase Price for each Tranche on the Payment Date for such Tranche in
immediately available funds by wire transfer to an account designated by
Seller.



              (b)   Establishment of Tranches. 
This Agreement may be effected in one or more tranches (each, a "Tranche")
with respect to up to an aggregate of 2,000,000 shares of Class A Common Stock
(the "Maximum Number").  From the date hereof until the Hedging
Termination Date, Buyer and Seller may execute and deliver one or more
pre-pricing acknowledgments to establish a Tranche substantially in the form
attached hereto as Exhibit A (for such Tranche, the "Pre-pricing
Acknowledgment") and set forth the Advance Rate, the Averaging Number, the
Downside Rate, the Hedging Fee, the Maximum Base Amount and the Upside Rate for
such Tranche.  From the date of the Pre-pricing Acknowledgment for any Tranche
to the Hedging Termination Date, Buyer shall determine the Base Amount, the
Hedged Value, the Initial Share Price, the Initial Short Position, the Maturity
Date, the Payment Date, the Purchase Price, and the Upside Limit for such
Tranche (collectively, the "Terms of Tranche") in accordance with the
respective formulas for Terms of Tranche set forth below; provided that:



               (i)   if at any time after the Pre-pricing
Acknowledgment with respect to any Tranche is delivered and prior to the last
day of the Hedging Period for such Tranche, Seller becomes aware of any
material non-public information regarding the Issuer, Seller shall immediately
notify Buyer that it cannot make the representation and warranty set forth in
Section 3.01(k) without specification of the
reason thereof and shall direct Buyer (or its affiliate) to immediately cease
effecting any further short sales of the Class A Common Stock; and



              (ii)   it is understood and acknowledged
that, with respect to each Tranche, in order to hedge Buyer's exposure with
respect to the Base Amount for such Tranche and as part of the proprietary
trading activities of Buyer or affiliates of Buyer unrelated to this Agreement,
in addition to short sales in connection with establishing its Initial Short
Position for such Tranche, Buyer and its affiliates may from time to time
effect for their own accounts purchases, long sales or short sales of shares of
Class A Common Stock or options or other derivatives in respect thereof (or
combinations of such transactions) that may affect the trading price of the
Class A Common Stock. 



              (c)   Pricing Schedule. Within two
Business Days after the last day of the Hedging Period for each Tranche, Buyer
shall deliver to Seller the related pricing schedule (the "Pricing Schedule"),
substantially in the form attached hereto as Exhibit B, setting forth the Terms
of Tranche for such Tranche, and Seller shall execute and deliver a copy of
such Pricing Schedule to Buyer.



              (d)   Related Definitions.  As used
herein, the following words and phrases have the following meanings:



               (i)   "Advance Rate" means, with
respect to any Tranche, the percentage rate set forth as such in the
Pre-pricing Acknowledgment for such Tranche.



              (ii)   "Averaging Number" means with
respect to any Tranche, as set forth in the Pre-pricing Acknowledgment for such
Tranche, a number of averaging days in connection with the settlement of such
Tranche.



             (iii)   "Base Amount" means, with
respect to any Tranche, as set forth in the Pricing Schedule for such Tranche,
a number of shares of Class A Common Stock equal to the Maximum Base Amount for
such Tranche, as adjusted in accordance with the provisions of Article 6. 



             (iv)   "Downside Rate" means, with
respect to any Tranche, the percentage rate set forth as such in the
Pre-pricing Acknowledgment for such Tranche.



              (v)   "Hedged Value" means, with
respect to any Tranche, as set forth in the Pricing Schedule for such Tranche,
an amount equal to the Initial Share Price for such Tranche multiplied by
the Downside Rate for such Tranche, as adjusted in accordance with the provisions
of Article 6.



             (vi)   "Hedging Commencement Date"
means, with respect to any Tranche, the date set forth as such in the
Pre-Pricing Acknowledgment for such Tranche (or, if such a date is not a
Trading Day, the next following Trading Day).



            (vii)   "Hedging Day" means, with
respect to any Tranche, each of the four Trading Days including and following
the Hedging Commencement Date for such Tranche; provided that if there
is a Market Disruption Event on any Hedging Day for such Tranche, then such
Hedging Day for such Tranche shall be the first succeeding Trading Day on which
there is no Market Disruption Event and on which another Hedging Day does not
or is not deemed to occur.



            (viii)   "Hedging Fee" means, with respect
to any Tranche, as set forth in the Pre-pricing Acknowledgment, a dollar amount
per share specified as such.



             (ix)   "Hedging Period" means, with
respect to any Tranche, the period from and including the Hedging Commencement
Date for such Tranche to and including the last Hedging Day for such Tranche.



              (x)    "Initial Share Price" means,
with respect to any Tranche, as set forth in the Pricing Schedule for such
Tranche, the arithmetic average of the Relevant Price for each Hedging Day in
the Hedging Period for such Tranche.



             (xi)   "Initial Short Position" means,
with respect to any Tranche, as set forth in the Pricing Schedule for such
Tranche, the number of shares of Class A Common Stock that Buyer (or an
affiliate of Buyer) sells short to establish its initial hedge of the price and
market risk undertaken by Buyer with respect to such Tranche under this
Agreement, but, for the avoidance of doubt, shall not include any additional
shares of Class A Common Stock being introduced into the market with respect to
such Tranche in excess of Buyer's initial hedge in order to ensure compliance
with Buyer's representation in Section 3.02(d).



            (xii)   "Maturity Date" means, with
respect to any Tranche, February 17, 2006 (or, if such a date is not a Trading
Day, the next following Trading Day).



            (xiii)   "Maximum Base Amount" means,
with respect to any Tranche, as set forth in the Pre-pricing Acknowledgment for
such Tranche, a number of shares of Class A Common Stock which, if added to the
Base Amounts for all the previously established Tranches, does not exceed the
Maximum Number.



           (xiv)   "Payment Date" means, with
respect to any Tranche, as set forth in the Pricing Schedule for such Tranche,
the third Business Day immediately following the last day of the Hedging Period
for such Tranche.



            (xv)   "Purchase Price" means, with
respect to any Tranche, as set forth in the Pricing Schedule for such Tranche,
an amount equal to (A) the product of (1) the Base Amount for such Tranche, (2)
the Initial Share Price for such Tranche and (3) the Advance Rate for such
Tranche, minus (B) the product of (x) the Hedging Fee for such Tranche
and (y) the Base Amount for such Tranche minus the Initial Short
Position for such Tranche (as adjusted in accordance with the provisions of
Article 6).



           (xvi)   "Relevant Price" means, with
respect to any Tranche, for any Hedging Day during the Hedging Period for such
Tranche, the volume-weighted average price at which shares of the Class A
Common Stock trade on the Exchange on such Hedging Day, as determined by the
Calculation Agent as the amount posted on Bloomberg screen "TSN N Equity AQR"
(unless such posted amount contains a manifest error, as determined by the
Calculation Agent; if such posted amount contains a manifest error, as
determined by the Calculation Agent, the Calculation Agent may determine the
Relevant Price in accordance with Bloomberg's formula for and method of calculating
such amount).



           (xvii)   "Upside Limit" means, with
respect to any Tranche, as set forth in the Pricing Schedule for such Tranche,
an amount equal to the Initial Share Price for such Tranche multiplied by
the Upside Rate for such Tranche, as adjusted in accordance with the provisions
of Article 6.



          (xviii)   "Upside Rate" means, with
respect to any Tranche, the percentage rate set forth as such in the
Pre-pricing Acknowledgment for such Tranche.



Section 2.03.  Settlement Date.  (a) On the Settlement Date for each Tranche, Seller shall deliver to an affiliate of Buyer
designated by Buyer a number of shares of Free Stock (for each Tranche, the "Contract
Shares" of such Tranche) equal to the product of (A) the Base Amount for
such Tranche and (B) the Settlement Ratio for such Tranche, rounded down to the
nearest whole number, and cash in an amount equal to the value (based on the
Settlement Price for such Tranche) of any fractional share not delivered as a
result of such rounding.

              (b)   If (x) by 10:00 A.M., New York City
time, on the Settlement Date for any Tranche, Seller has not otherwise effected
such delivery of the Contract Shares and cash in lieu of any fractional share
pursuant to Section 2.03(a) or delivered cash in
lieu thereof pursuant to Section 2.04 for such
Tranche and (y) the Class A Common Stock then held by the Collateral Agent as
collateral under the Pledge Agreement is Free Stock (which requirement may be
waived by Buyer in its sole discretion), then (i) Seller shall be deemed not to
have elected to deliver cash in lieu of shares of Free Stock for such Tranche,
pursuant to Section 2.04 (notwithstanding any
notice by Seller to the contrary) and (ii) the delivery provided by this
Section 2.03(a) shall be effected by delivery by
the Collateral Agent to an affiliate of Buyer designated by Buyer of a number
of shares of Free Stock (which requirement may be waived by Buyer in its sole
discretion) then held by the Collateral Agent as collateral under the Pledge
Agreement equal to the number of Contract Shares required to be delivered by
Seller for such Tranche pursuant to Section 2.03(a)
and cash, if any, then held by the Collateral Agent as collateral under the
Pledge Agreement in an amount equal to the cash in lieu of any fractional share
required to be delivered by Seller pursuant to Section 2.03(a);
provided that, notwithstanding the foregoing and without limiting the
generality of Section 7.01, if Seller gives notice
of Seller's election to deliver cash in lieu of shares of Free Stock on the
Settlement Date for such Tranche pursuant to Section 2.04
and fails to deliver the Cash Settlement Amount for such Tranche on the
Settlement Date for such Tranche as provided in Section 2.04,
Seller shall be in breach of this Agreement and shall be liable to Buyer for
any losses incurred by Buyer or such affiliate of Buyer as a result of such
breach, including without limitation losses incurred in connection with any
decrease in the Closing Price of the Class A Common Stock subsequent to the
last Valuation Date for such Tranche.



Section 2.04.  Cash Settlement Option.   (a) Seller may, with respect to any Tranche, upon written notice delivered to Buyer, at least
three calendar days prior to the first Valuation Date, for such Tranche, in
lieu of delivering the Contract Shares and cash in lieu of any fractional share
pursuant to Section 2.03(a), elect to settle such
delivery obligation in cash in an amount (the "Cash Settlement Amount")
equal to the product of (x) the Settlement Price for such Tranche and (y) a
number of shares equal to the product of the Base Amount for such Tranche and
the Settlement Ratio for such Tranche; provided that, Seller shall only
be deemed to have validly elected such payment in cash in lieu of its delivery
obligations under Section 2.03(a) if Seller shall
have delivered to Buyer, on or prior to the last Valuation Date for such
Tranche, an amount of cash with respect to such Tranche (the "Prepayment
Amount") equal to the product of (i) the Closing Price per share of Class A
Common Stock on the last Trading Day prior to the delivery date of such notice
on which there was no Market Disruption Event (the "Prepayment Determination
Price"), (ii) the Base Amount for such Tranche and (iii) the Prepayment
Determination Ratio for such Tranche, by wire transfer of immediately available
funds to an account designated by Buyer.

              (b)   If the cash settlement option has been
validly elected by Seller with respect to any Tranche in accordance with the
preceding sentence, then on the Settlement Date for such Tranche, (i) if the Cash Settlement Amount for such Tranche is greater than the Prepayment Amount for
such Tranche, Seller shall deliver to Buyer the amount of cash by which the
Cash Settlement Amount for such Tranche exceeds the Prepayment Amount for such
Tranche, (ii) if the Prepayment Amount for such Tranche is greater than the
Cash Settlement Amount for such Tranche, Buyer shall deliver to Seller the
amount of cash by which the Prepayment Amount for such Tranche exceeds the Cash
Settlement Amount for such Tranche and (iii) if the Prepayment Amount for such
Tranche is equal to the Cash Settlement Amount for such Tranche, no deliveries
shall be made in respect of such Tranche pursuant to Section 2.04(b).



              (c)   The "Prepayment Determination Ratio"
shall be determined, with respect to any Tranche, in accordance with the
following formula, and is subject to adjustment as a result of certain events
as provided in Article 6: (i) if the Prepayment
Determination Price for such Tranche is less than the Upside Limit for such
Tranche but greater than the Hedged Value for such Tranche, the Prepayment
Determination Ratio for such Tranche shall be a ratio equal to the Hedged Value
for such Tranche divided by the Prepayment Determination Price for such
Tranche; (ii) if the Prepayment Determination Price for such Tranche is equal
to or greater than the Upside Limit for such Tranche, the Prepayment
Determination Ratio for such Tranche shall be a ratio equal to the sum of the
Hedged Value for such Tranche divided by the Prepayment Determination Price for
such Tranche and a fraction the numerator of which is equal to the difference
between the Prepayment Determination Price for such Tranche and the Upside Limit
for such Tranche and the denominator of which is equal to the Prepayment
Determination Price for such Tranche; and (iii) if the Prepayment Determination
Price for such Tranche is equal to or less than the Hedged Value for such
Tranche, the Prepayment Determination Ratio for such Tranche shall be one (1). 
The ratio expressed in clause (i) or (ii) above shall be rounded upward or
downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to
the next lower 1/10,000th.



ARTICLE 3

Representations and Warranties

Section 3.01.   Representations and
Warranties of Seller.  Seller
represents and warrants to Buyer that:

              (a)   Seller and Tyson Limited Partnership
have been duly organized and are validly existing as limited partnerships in
good standing under the laws of the State of Delaware.  TLPCRT, LLC has been
duly formed and is validly existing as a limited liability company in good
standing under the laws of the State of Delaware.  TLPCRT, LLC is the sole
general partner of Seller and Tyson Limited Partnership is the sole limited
partner of Seller.  Tyson Limited Partnership is the sole member of TLPCRT,
LLC. Each of the copies of (i) Certificate of Limited Partnership and the
Limited Partnership Agreement, each dated December 4, 2001, of Seller, (ii) the
Certificate of Formation and the Limited Liability Company Agreement, each
dated October 9, 2001, of TLPCRT, LLC, and (iii) the Certificate of Limited
Partnership, dated August 8, 1990, as amended, and the Agreement of Limited
Partnership of Tyson Limited Partnership, dated June 8, 1990, provided by
Seller is a true, complete and correct copy as in full force and effect as of
the date hereof.



              (b)   Seller has all partnership power to
enter into this Agreement and the Pledge Agreement and to consummate the transactions
contemplated hereby and thereby.  Each of this Agreement and the Pledge
Agreement has been duly authorized, validly executed and delivered by Seller
and constitutes a valid and legally binding obligation of Seller enforceable
against Seller in accordance with its terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally and to
general equitable principles.



              (c)   The execution and delivery by Seller
of, and the compliance by Seller with all of the provisions of, this Agreement
and the Pledge Agreement, and the consummation of the transactions herein and
therein contemplated, will not (i) conflict with or result in a breach of any
of the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement, stockholders agreement, lock-up
agreement, registration rights agreement, co-sale agreement or any other
agreement or instrument to which Seller is a party or by which Seller is bound
or to which any of the property or assets of Seller is subject, nor will
such action result in any violation of the provisions of the constitutive
documents of Seller or any statute or any order, judgment, decree, rule or
regulation of any court or governmental agency or body having jurisdiction over
Seller or any of Seller's properties or (ii) require any consent, approval,
authorization or order of, or filing or qualification with, any governmental
body, agency, official, self-regulatory organization or court or other
tribunal, whether foreign or domestic, or any other Person.



              (d)   There is not pending or, to Seller's
knowledge, threatened against it or any of its affiliates any action, suit or
proceeding at law or in equity or before any court, tribunal, government body,
agency or official or any arbitrator that is likely to affect the legality,
validity or enforceability against it of this Agreement or the Pledge Agreement
or its ability to perform its obligations hereunder or thereunder.



              (e)   Seller is entering into this Agreement
and the Pledge Agreement as principal (and not as agent or in any other
capacity).  Neither Buyer nor any of Buyer's agents or affiliates are acting as
a fiduciary for Seller.  Seller is not relying, and has not relied, upon any
communication (written or oral) of Buyer or any agent or affiliate of Buyer
with respect to the legal, accounting, tax or other implications of this
Agreement or the Pledge Agreement.  Seller has conducted Seller's own analysis
of the legal, accounting, tax and other implications of this Agreement and the
Pledge Agreement.  Seller has consulted with Seller's own legal, regulatory,
tax, business, investment, financial, and accounting advisors to the extent
Seller has deemed necessary.  Seller has made Seller's own independent
investment, hedging, and trading decisions to enter into this Agreement and the
Pledge Agreement and as to whether this Agreement and the Pledge Agreement are
appropriate or proper for Seller based upon Seller's own judgment and upon any
advice from such advisors as Seller has deemed necessary and not upon any view
expressed by Buyer or any of Buyer's agents or affiliates.  Seller acknowledges
and agrees that information and explanations related to the terms and
conditions of this Agreement or the Pledge Agreement shall not be considered
investment advice or a recommendation to enter into this Agreement or the
Pledge Agreement.  No communication (written or oral) received from Buyer or
any affiliate of Buyer shall be deemed to be an assurance or guarantee as to
the expected results of this Agreement or the Pledge Agreement.



               (f)   Seller is entering into this Agreement
and the Pledge Agreement with a full understanding of all of the terms,
conditions and risks hereof and thereof (economic and otherwise), is capable of
evaluating and understanding (on Seller's own behalf or through independent
professional advice) and of assuming, and understands and accepts, such terms,
conditions and risks.



              (g)   Seller acknowledges that neither Buyer
nor any affiliate of Buyer is acting as a fiduciary for or an advisor to Seller
in respect of this Agreement or the Pledge Agreement, and all decisions of
Seller have been the result of arm's length negotiations between Seller and
Buyer.



              (h)   Since the date three months prior to
the date hereof, neither Seller nor any Person who would be considered to be
the same "Person" as Seller or "acting in concert" with Seller (as such terms
are used in clauses (e)(3)(vi) or (a)(2) of Rule 144 under the Securities Act),
individually or in the aggregate, has sold a number of shares of Class A Common
Stock or hedged (through swaps, options, short sales, stock loans or otherwise)
any long position in a number of shares of Class A Common Stock that would, if
added to the Maximum Number of shares of Class A Common Stock, exceed the
number of shares of Class A Common Stock that Seller could sell pursuant to
Rule 144 under the Securities Act on the date hereof.  For the purposes of this
Section 3.01(h), Class A Common Stock shall be
deemed to include securities convertible into, exchangeable or exercisable for
Class A Common Stock.



               (i)   Seller does not know or have any
reason to believe that the Issuer has not complied with the reporting
requirements contained in Rule 144(c)(1) under the Securities Act.



               (j)   Delivery of shares of Class A Common
Stock by Seller pursuant to this Agreement will pass to an affiliate of Buyer
designated by Buyer title to such shares free and clear of any Liens, except
for those created pursuant to the Pledge Agreement.



              (k)   Seller and each partner of Seller are
not on the date hereof, and will not be during each Hedging Period, aware of
any material non-public information regarding the Issuer for which Seller has
not notified Buyer that Seller cannot make, pursuant to the provisions of
Section 2.02(b)(i), the representation and warranty that Seller and each
partner of Seller is not on such date aware of any material non-public
information regarding the Issuer.  None of the transactions contemplated herein
or in the Pledge Agreement will violate any corporate policy of the Issuer or
other rules or regulations of the Issuer applicable to Seller, including, but
not limited to, the Issuer's window period policy.



(l)         Seller is and will be in compliance with his reporting obligations under Section
16, Section 13(d) and Section 13(g) of the Securities Exchange Act of 1934, as
amended, and Seller will provide Buyer with a copy of any report filed
thereunder in respect of the transactions contemplated hereby promptly upon
filing thereof.

             (m)   Seller is not and after giving effect to
application of the Purchase Price for any Tranche will not be, required to
register as an "investment company" as such term is defined in the Investment
Company Act of 1940, as amended.



              (n)   Seller is an "eligible contract
participant" (as such term is defined in Section 1(a)(12) of the Commodity
Exchange Act, as amended (the "CEA")) because it is a corporation,
partnership, proprietorship, organization, trust or other entity and:



               (i)   it has total assets in excess of $10,000,000;



              (ii)   its obligations hereunder are
guaranteed, or otherwise supported by a letter of credit or keep well, support
or other agreement, by an entity of the type described in Section 1a(12)(A)(i)
through (iv), 1a(12)(A)(v)(I), 1a(12)(A)(vii) or 1a(12)(C) of the CEA; or



             (iii)   it has a net worth in excess of
$1,000,000 and has entered into this Agreement in connection with the conduct
of its business or to manage the risk associated with an asset or liability
owned or incurred or reasonably likely to be owned or incurred by it in the
conduct of its business.



              (o)   Seller has not solicited or arranged
for the solicitation of, and will not solicit or arrange for the solicitation
of, orders to buy shares of Class A Common Stock in anticipation of or in
connection with any short sales of shares of Class A Common Stock which an
affiliate of Buyer effects, for the account of Buyer, in establishing Buyer's
Initial Short Position for any Tranche.



              (p)   Except as provided herein, Seller has
not made, will not make, and has not arranged for, any payment to any Person in
connection with the short sales of shares of Class A Common Stock that an
affiliate of Buyer effects, for the account of Buyer, in establishing Buyer's Initial
Short Position for any Tranche.



              (q)   Seller has a bona fide intention to
sell, to cause to be sold or to cause to be subject to a prepaid forward
agreement between Seller and Buyer the securities referred to in any notice on
Form 144 relating to the transactions contemplated hereunder filed pursuant to
Section 4.01(c) or Section 5.08
within a reasonable time after the filing of such notice on Form 144.



Section 3.02.  Representations and
Warranties of Buyer.  Buyer represents
and warrants to Seller that:

              (a)   Buyer is a banking corporation, duly
formed, validly existing and in good standing under the laws of the State of
New York, and has all powers and all material governmental licenses,
authorizations, consents and approvals required to enter into, and perform its
obligations under, this Agreement.



              (b)   Each of this Agreement and the Pledge
Agreement has been duly authorized and validly executed and delivered by Buyer
and constitutes a valid and legally binding obligation of Buyer enforceable
against Buyer in accordance with its terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally and to
general equitable principles.



              (c)   The execution and delivery by Buyer of,
and the compliance by Buyer with all of the provisions of, this Agreement and
the Pledge Agreement, and the consummation of the transactions herein and
therein contemplated, will not require any consent, approval, authorization or
order of, or filing or qualification with, any governmental body, agency,
official, self-regulatory organization or court or other tribunal, whether foreign
or domestic.



              (d)   Buyer (or its affiliate) will conduct
its hedging activities as described herein in accordance with the interpretive
letter from the Securities and Exchange Commission to Goldman, Sachs & Co.
dated December 20, 1999, it being understood that Buyer will introduce into the
public market a quantity of securities of the same class as the Class A Common
Stock equal to the Base Amount in a manner consistent with the manner‑of‑sale
conditions described in Rule 144(f) and (g) under the Securities Act.



ARTICLE 4

Conditions

Section 4.01.   Conditions
to Effectiveness of this Agreement.  This Agreement
shall become effective on the Effective Date upon satisfaction or waiver of
each of the following conditions:

              (a)   The Pledge Agreement shall have been
executed by the parties thereto and Seller shall have delivered to the
Collateral Agent in accordance therewith the collateral required to be
delivered pursuant to Section 1(b) thereof.



              (b)   Buyer shall have received an opinion
(in form and substance satisfactory to Buyer and its counsel), dated as of the
date hereof, of Kutak Rock LLP, counsel for Seller, to the effect that:



               (i)   Seller and Tyson Limited Partnership
have been duly formed and are validly existing as limited partnerships in good
standing under the laws of the State of Delaware.  TLPCRT, LLC has been duly
formed and is validly existing as a limited liability company in good standing
under the laws of the State of Delaware.  TLPCRT, LLC is the sole general
partner of Seller and Tyson Limited Partnership is the sole limited partner of
Seller.



              (ii)   Seller has all partnership power to
enter into this Agreement and the Pledge Agreement and to consummate the
transactions contemplated hereby and thereby.  Each of this Agreement and the
Pledge Agreement has been duly authorized, validly executed and delivered by
Seller and constitutes a valid and legally binding obligation of Seller
enforceable against Seller in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights generally
and to general equitable principles.



             (iii)   The execution and delivery by Seller
of, and the compliance by Seller with all of the provisions of, this Agreement
and the Pledge Agreement, and the consummation of the transactions herein and
therein contemplated, will not (x) conflict with or result in a breach of any
of the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement, stockholders agreement, lock-up
agreement, registration rights agreement, co-sale agreement or any other
agreement or instrument to which Seller is a party or by which Seller is bound
or to which any of the property or assets of Seller is subject, nor will such
action result in any violation of the provisions of the constitutive documents
of Seller or any statute or any order, judgment, decree, rule or regulation of
any court or governmental agency or body having jurisdiction over Seller or any
of Seller's properties or (y) require any consent, approval, authorization or
order of, or filing or qualification with any governmental body, agency,
official, self-regulatory organization or court or other tribunal, whether
foreign or domestic, or any other Person.



             (iv)   To the best of our knowledge, there is
not pending or threatened against Seller or any of its affiliates any action,
suit or proceeding at law or in equity or before any court, tribunal,
government body, agency or official or any arbitrator that is likely to affect
the legality, validity or enforceability against Seller of this Agreement or
the Pledge Agreement or its ability to perform its obligations hereunder or
thereunder.



              (v)   Seller is not and after giving effect
to application of the Purchase Price for any Tranche will not be, required to
register as an "investment company" as such term is defined in the Investment
Company Act of 1940, as amended.



             (vi)   Shares of Class B Common Stock are
convertible, on a one-for-one basis, into the same number of fully paid and
nonassessable shares of Class A Common Stock.  The shares of Class A Common
Stock issuable upon conversion of Class B Common Stock have been duly
authorized and reserved for issuance upon such conversion, and the issuance of
such shares of Class A Common Stock is not subject to any preemptive or other
similar rights.  Upon the delivery, if any, by Seller to Buyer or an affiliate
thereof of shares of Class B Common Stock pursuant to the Pledge Agreement or
this Agreement and the determination by the board of directors of the Issuer or
a committee thereof that Buyer or such affiliate is not a Permitted Transferee
(as defined in the Restated Certificate of Incorporation of the Issuer), each
of such shares will be converted automatically into one fully paid and
nonassessable share of Class A Common Stock.  Buyer and its affiliates are not
Permitted Transferees for purposes of the Restated Certificate of Incorporation
of the Issuer.



(c)        Seller shall have delivered to Buyer a signed, true and complete copy of a notice
on Form 144 relating to the transactions contemplated hereunder, as of the
Effective Date, naming Seller as seller and J.P. Morgan Securities Inc. as broker,
and containing a footnote next to the amount in column 3(d) of Form 144 to the
following effect: "Some or all of the above-referenced shares are expected to
be subject to a prepaid forward agreement between the seller named in 2(a)
above and an affiliate of the broker or dealer named in 3(b) above," three
copies of which shall have been mailed to the Securities and Exchange
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 and one copy of
which shall have been mailed to the Exchange not later than on the Effective
Date, all in the manner contemplated by Rule 144(h).  Alternatively, Seller
shall have delivered to Buyer sufficient signed copies of such Form 144 to be
filed by Buyer (or its affiliate) as set forth above, prior to or on the Effective
Date.  In such case, Seller has furnished Buyer (or its affiliate) with all
information necessary for Buyer (or its affiliate) to file a true and complete
Form 144 relating to such sales of shares in connection with such prepaid
forward agreement.

              (d)   Buyer shall have received all documents
it may reasonably request relating to the existence of Seller and the authority
of Seller with respect to this Agreement and the Pledge Agreement, all in form
and substance reasonably satisfactory to Buyer.



 (e)  Seller shall have delivered to Buyer an Issuer Acknowledgment, acceptable to Buyer in
its discretion, duly executed by an executive officer of the Issuer, in which
the Issuer acknowledges and agrees that (x) the pledge of the Pledged Shares
pursuant to the Pledge Agreement complies with Section C(2) of Article I of the
Issuer's Revised Certificate of Incorporation and (y) promptly upon Buyer's
delivery to the Issuer or its transfer agent of:  (i) any required transfer tax
stamps, (ii) a stock power executed in blank, (iii) in the event that the
Pledged Shares are shares of Class B Common Stock, a duly executed notice of
conversion and (iv) a legal opinion dated as of the date hereof by Kutak Rock
LLP, counsel for Seller, to the effect that the Pledged Shares may be treated
as securities that are neither restricted nor control securities in
transactions for the account of Buyer and therefore are eligible for resale
without registration under the Securities Act, copies of such notice of
conversion and legal opinion as attached to such Issuer Acknowledgment
delivered to Buyer have theretofore been received and approved by the Issuer,
the Issuer will, without any further action or delivery of any documents or
instruments on the part of Buyer or Seller, and will instruct its transfer
agent to, in the event that the Pledged Shares are shares of Class B Common
Stock, convert any shares of Class B Common Stock held by Buyer as Pledged
Shares, on a one-for-one basis, into the same number of shares of fully paid
and nonassessable shares of Class A Common Stock and issue, in the case of any
Pledged Shares, shares of Class A Common Stock without any legends thereon that
relate to restrictions on the disposition thereof under the Securities Act or
otherwise register in such name or names as Buyer shall request and deliver
such shares directly to Buyer or its designee without the return thereof to
Seller.

Section 4.02.  Conditions to Buyer's
Obligations.  Without limiting
the generality of Section 4.01, the obligation of
Buyer to deliver the Purchase Price for each Tranche on the Payment Date for
such Tranche is subject to the satisfaction of the following conditions:  

              (a)   The representations and warranties of
Seller contained in Article 3 and in the Pledge
Agreement shall be true and correct as of such Payment Date.



              (b)   No Event of Default
shall have occurred and be continuing.



              (c)   Seller shall have
performed all of the covenants and obligations to be performed by it hereunder
and under the Pledge Agreement.



ARTICLE
5

Covenants

Section 5.01.   Taxes.  Seller shall pay
any and all documentary, stamp, transfer or similar taxes and charges that may
be payable in respect of the entry into this Agreement and the transfer and
delivery of any Class A Common Stock pursuant hereto.  Seller further agrees to
make all payments in respect of this Agreement free and clear of, and without
withholding or deduction for or on account of, any present or future taxes, duties,
fines, penalties, assessments or other governmental charges of whatsoever
nature (or interest on any taxes, duties, fines, penalties, assessments or
other governmental charges of whatsoever nature) imposed, levied, collected,
withheld or assessed by, within or on behalf of (a) the United States or any
political subdivision or governmental authority thereof or therein having power
to tax or (b) any jurisdiction from or through which payment on the Agreement
is made by the Seller, or any political subdivision or governmental authority
thereof or therein having power to tax.  In the event such withholding or
deduction is imposed, Seller agrees to indemnify Buyer for the full amount of
such withholding or deduction, as well as any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto.

Section 5.02.   Forward Contract.  Seller hereby
agrees that:  (i) Seller will not treat this Agreement or any Tranche
hereunder, any portion of this Agreement or any Tranche hereunder, or any
obligation hereunder as giving rise to any interest income or other inclusions
of ordinary income; (ii) Seller will not treat the delivery of any portion of
the shares of Class A Common Stock or cash to be delivered pursuant to this
Agreement with respect to any Tranche as the payment of interest or ordinary
income; (iii) Seller will treat each Tranche under this Agreement as a forward
contract for the delivery of such shares of Class A Common Stock or cash; and
(iv) Seller will not take any action (including filing any tax return or form
or taking any position in any tax proceeding) that is inconsistent with the
obligations contained in (i) through (iii).  Notwithstanding the preceding
sentence, Seller may take any action or position required by law, provided that
Seller delivers to Buyer an unqualified opinion of counsel, nationally
recognized as expert in Federal tax matters and acceptable to Buyer, to the
effect that such action or position is required by a statutory change or a
Treasury regulation or applicable court decision published after the date of
this Agreement.

Section 5.03.   Notices.  Seller will
cause to be delivered to Buyer:

              (a)   immediately upon the occurrence of any
Event of Default hereunder or under the Pledge Agreement, or upon any general
partner of Seller obtaining knowledge that any condition or event of the type
described in Section 7.01(b) or 7.01(c) shall have occurred with respect to the Issuer,
notice of such occurrence; and 



              (b)   promptly, in case at any time prior to
the Settlement Date for the last Tranche, Seller receives notice, or any
general partner of Seller obtains knowledge, that any event requiring that an
adjustment be calculated pursuant to Section 6.01
or 6.02 hereof or any Nationalization or
Insolvency shall have occurred or be pending, a notice identifying such event
and stating, if known to Seller or any general partner of Seller, the date on
which such event occurred or is to occur and, if applicable, the record date
relating to such event.  Seller shall cause further notices to be delivered to Buyer
if Seller shall subsequently receive notice, or any general partner of Seller
shall obtain knowledge, of any further or revised information regarding the
terms or timing of such event or any record date relating thereto.



Section 5.04.  Agreement to Deliver
Documents.  Seller will
deliver to Buyer from time to time such information or documents regarding the
financial position or business of Seller as Buyer may reasonably request.  Upon
the delivery of any such information or documents, Seller shall be deemed to
have represented to Buyer that such information or such documents accurately
presents the financial position or business of Seller and is not misleading in any
material respect.

Section 5.05.  Further Assurances.  From time to
time from and after the date hereof through the Settlement Date for the last
Tranche, Seller shall 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
and advisable to consummate and make effective as promptly as practicable the
transactions contemplated by this Agreement and the Pledge Agreement in
accordance with the terms and conditions hereof and thereof, including (i) the
removal of any legal impediment to the consummation of such transactions and
(ii) the execution and delivery of all such deeds, agreements, assignments and
further instruments of transfer and conveyance necessary, proper or advisable
to consummate and make effective the transactions contemplated by this
Agreement and the Pledge Agreement in accordance with the terms and conditions
hereof and thereof.

Section 5.06.  No Sales of Class A
Common Stock.  Neither Seller
nor any Person who would be considered to be the same "Person" as Seller or
"acting in concert" with Seller (as such terms are used in clauses (e)(3)(vi)
or (a)(2) of Rule 144 under the Securities Act), individually or in the
aggregate, shall, without the prior written consent of Buyer, sell a number of
shares of Class A Common Stock or hedge (through swaps, options, short sales,
stock loans or otherwise) any long position in a number of shares of Class A
Common Stock that would, at the time of such sale or hedge, if added to the
Maximum Number of shares of Class A Common Stock, exceed the number of shares
of Class A Common Stock that Seller could have sold pursuant to Rule 144 under
the Securities Act at such time until the last day of the Hedging Period. For
purposes of this Section 5.06, Class A Common
Stock shall be deemed to include securities convertible into, exchangeable or
exercisable for Class A Common Stock.

Section 5.07.  Securities Contract.  The parties
hereto agree and acknowledge that each of Buyer and the Collateral Agent is a
"financial institution" within the meaning of Section 101(22) of Title 11 of
the United States Code (the "Bankruptcy Code"), that the Collateral
Agent is acting as agent and custodian for Buyer in connection with this
Agreement and that Buyer is a "customer" of the Collateral Agent within the
meaning of Section 741(2) of the Bankruptcy Code.  The parties hereto
further agree and acknowledge that this Agreement is a "securities contract,"
as such term is defined in Section 741(7) of the Bankruptcy Code, and Buyer and
the Collateral Agent are entitled to the protections afforded by, among other
Sections, Sections 362(b)(6), 546(e) and 555 of the Bankruptcy Code.

Section 5.08.  Form 144 Filing.   On or prior to
the Effective Date and, in the event that the Pricing Schedule relating to the
final Tranche has not been executed prior to such date, subsequently on or
prior to the dates at three-month intervals following the Effective Date (and at
such other times at which Buyer (or its affiliate) shall request), Seller shall
file, or shall cause to be filed, in the manner contemplated by Rule 144(h)
under the Securities Act and Section 4.01(c), a
notice on Form 144 (with a true and complete copy delivered to Buyer) relating
to the transactions contemplated hereunder, as of the date of such filing, all
in form and substance acceptable to Buyer.  In addition, Seller shall have
delivered to Buyer sufficient signed copies of such Form 144 to be filed by
Buyer (or its affiliate) as set forth above, prior to or on the Effective Date
and subsequently on or prior to the dates at three-month intervals following
the Effective Date (and at such other times at which Buyer (or its affiliate)
shall request).  In such case, Seller shall have furnished Buyer (or its
affiliate) with all information necessary for Buyer (or its affiliate) to file
a true and complete Form 144 relating to such sales of shares in connection
with such prepaid forward agreement.

Section 5.09.  Indemnification.  In addition to
any remedies afforded Buyer under this Agreement or the Pledge Agreement,
Seller agrees to indemnify and hold harmless Buyer and its affiliates and their
respective officers, directors, employees, affiliates, advisors, agents and
controlling persons (each, an "Indemnified Person") from and against any
and all losses, claims, damages, judgments, liabilities and expenses (including
reasonable attorney's fees), joint or several (collectively, "Damages"),
to which an Indemnified Person may become subject arising out of or in
connection with this Agreement or the Pledge Agreement including, without
limitation, any losses, claims, damages, judgments, liabilities and expenses
due, in whole or in part, to any breach of any covenant or representation made
by Seller in this Agreement or in the Pledge Agreement or any claim,
litigation, investigation or proceeding relating thereto, regardless of whether
any of such Indemnified Persons is a party thereto, and to reimburse, within 30
days, upon written request, each of such Indemnified Persons for any reasonable
legal or other expenses incurred in connection with investigating, preparing
for, providing testimony or other evidence in connection with or defending any
of the foregoing, provided, however, that Seller shall not have any
liability to any Indemnified Person to the extent that such Damages are finally
determined by a court of competent jurisdiction to have directly resulted from
the gross negligence or willful misconduct of such Indemnified Person (and in
such case, such Indemnified Person shall promptly return to Seller any amounts
previously expended by Seller under this Section 5.09).



ARTICLE
6

Adjustments

Section 6.01.  Dilution Adjustments.  (a) Following the declaration by the Issuer of the terms of any Potential Adjustment Event, (A) in the case of each Potential Adjustment Event other than an Extraordinary Dividend,
the Calculation Agent will (i) determine whether such Potential Adjustment
Event has a diluting or concentrative effect on the theoretical value of the
Class A Common Stock, and, if there is such an effect, the Calculation Agent
will make corresponding adjustment(s), if any, with respect to each Tranche, to
any one or more of the Base Amount for such Tranche, the Settlement Ratio for
such Tranche, the Upside Limit for such Tranche, the Hedged Value for such
Tranche, any Closing Price and any other variable relevant to the exercise,
settlement or payment terms of such Tranche, as the Calculation Agent
determines appropriate to account for that diluting or concentrative effect and
(ii) determine the effective date(s) of the adjustment(s) or (B) in the case of
any Potential Adjustment Event that is an Extraordinary Dividend, Seller shall
pay to Buyer or an affiliate of Buyer designated by Buyer (or, in the event
such Extraordinary Dividend consists of property other than cash, cause to be
distributed or delivered to Buyer or an affiliate of Buyer designated by Buyer)
such Extraordinary Dividend on the date such Extraordinary Dividend is paid by
the Issuer to holders of Class A Common Stock. The Calculation Agent may (but
need not) determine the appropriate adjustment(s) by reference to the
adjustment(s) in respect of such Potential Adjustment Event made by an options
exchange to options on the Class A Common Stock traded on that options
exchange.

              (b)   For these purposes, "Potential
Adjustment Event" means any of the following:



               (i)   a subdivision, consolidation or
reclassification of shares of Class A Common Stock (unless a Merger Event), or,
a free distribution or dividend of any shares of Class A Common Stock to
existing holders of Class A Common Stock by way of bonus, capitalization or similar
issue;



              (ii)   a distribution or dividend to existing
holders of Class A Common Stock of (A) shares of Class A Common Stock, or (B) other share capital or securities granting the right to payment of dividends
and/or the proceeds of liquidation of the Issuer equally or proportionately
with such payments to holders of Class A Common Stock, or (C) any other
type of securities, rights or warrants or other assets, in any case for payment
(cash or other) at less than the prevailing market price as determined by the
Calculation Agent;



             (iii)   a dividend or distribution (an "Extraordinary
Dividend") consisting of cash and/or any other property (other than
distributions or dividends of a type described in Section 6.01(b)(ii)), other than any cash dividend on the Class
A Common Stock to the extent that, with respect to each Tranche, the aggregate
cash dividend per share of the Class A Common Stock for the relevant period
does not exceed the greater of (x) the Ordinary Dividend for such Tranche for
that period and (y) if any, the most recent cash dividend on the Class A Common
Stock that was an Ordinary Dividend for such Tranche for an earlier
corresponding period ("Ordinary Dividend" means, with respect to
each Tranche, a cash dividend that does not exceed the Ordinary Dividend Amount
for such Tranche, on an annualized basis; "relevant period" means the
fiscal period (e.g., quarter or six-month period) for which the Issuer
ordinarily declares a regular cash dividend; and "earlier corresponding
period" means a prior relevant period (whether or not the next
preceding relevant period));



             (iv)   a call by the Issuer in respect of
shares of Class A Common Stock that are not fully paid;



              (v)   a repurchase by the Issuer of shares of
Class A Common Stock, whether out of profits or capital and whether the
consideration for such repurchase is cash, securities or otherwise but
excluding any repurchase by the Issuer of shares of Class A Common Stock
pursuant to an announced stock buy back program under Rule 10b-18 of the
Securities Exchange Act of 1934, as amended;



             (vi)   the happening of a contingency that
causes rights attached to shares of Class A Common Stock to become exercisable
in the hands of less than all existing holders of Class A Common Stock; or



            (vii)   any other similar event that may have a
diluting or concentrative effect on the theoretical value of the Class A Common
Stock.



(c)        Notwithstanding the provisions of Section 6.01(a) and
Section 6.01(b), the provisions of this Section 6.01(c) shall govern in the event of a distribution (a "Spinoff")
of shares of common stock (the "Spinoff Stock") of a subsidiary of the
Issuer (the "Spinoff Issuer") to holders of shares of Class A Common
Stock.  If the Spinoff Issuer is, or as a result of the Spinoff becomes, a
Publicly‑Traded Entity, the Calculation Agent shall, with respect to each
Tranche, modify the terms of such Tranche of this Agreement in order to make it
relate to a basket of the original Class A Common Stock (the "Original Stock")
and the Spinoff Stock and shall make adjustments on account of such Spinoff to
the Base Amount, the Settlement Ratio, the Upside Limit, the Hedged Value, any
Closing Price and any other variable relevant to the exercise, settlement or
payment terms of such Tranche of this Agreement to give effect to such
modification, as well as, based on the characteristics (including, without limitation,
the volatility, the dividend practice and policy and liquidity) of the Original
Stock and the Spinoff Stock, viewed as a basket.  If a Spinoff is effected with
respect to more than one Spinoff Stock at one time, the Calculation Agent
shall, with respect to each Tranche, follow the foregoing procedure with
appropriate modifications and adjustments to accommodate additional Spinoff
Stocks.  If any Spinoff Issuer is not, or as a result of the Spinoff does not
become, a Publicly-Traded Entity, Buyer shall have the right upon becoming
aware that such a Spinoff has been announced (i) to notify Seller of such
Spinoff and to terminate this Agreement as of a date specified by Buyer,
following which Seller shall make a payment to Buyer as provided in Section 6.04, or (ii) to treat such Spinoff as a Potential
Adjustment Event in accordance with Section 6.01(a).


Section 6.02.  Merger Events.  (a) Buyer shall have the right, at its option, upon becoming aware of the occurrence of any
Share-for-Share Merger Event or Share-for-Combined Merger Event, to notify
Seller that

(i)         effective as of the Merger Date,
with respect to each Tranche, the number of New Shares to which a holder of a
number of shares of Class A Common Stock equal to the Base Amount for such
Tranche would be entitled upon consummation of such Merger Event will be deemed
the "Base Amount" for such Tranche, the New Shares and their issuer will be
deemed the "Class A Common Stock" and the "Issuer", respectively, and the
Calculation Agent will make appropriate adjustments, if any, on account of such
Merger Event to any one or more of the adjustments, if any, on account of such
Share-for-Share Merger Event to any one or more of the Base Amount for each
Tranche, the Settlement Ratio for each Tranche, the Upside Limit for each
Tranche, the Hedged Value for each Tranche, any Closing Price and any other
variable relevant to the exercise, settlement or payment terms of each Tranche
(and in the case of a Share-for-Combined Merger Event, including, without
limitation, the volatility, the dividend practice and the policy and liquidity)
of the Original Stock; and

(ii)        if the consideration for the
Class A Common Stock in such Merger Event consists in part of any cash,
securities or other assets other than New Shares ("Other Consideration"),
Seller shall pay to Buyer upon consummation of such Merger Event, with respect
to each Tranche, an amount in cash, by wire transfer of immediately available
funds to an account designated by Buyer, equal to the product of (A) the Termination Amount for such Tranche and (B) the percentage of the value of the
consideration received by holders of Class A Common Stock represented by the
Other Consideration, as determined by the Calculation Agent.  

              (b)   Buyer shall have the right, upon
becoming aware of the occurrence of any Merger Event (as defined below) to notify
Seller of such event and terminate one or more of the remaining Tranches,
following which Seller shall make a payment to Buyer as provided in Section 6.04.



              (c)   "Merger Event" means, in respect
of shares of Class A Common Stock, any (A) reclassification or change of shares
of Class A Common Stock that results in a transfer of or an irrevocable
commitment to transfer more than 30% of the outstanding shares of Class A
Common Stock, (B) consolidation, amalgamation or merger of the Issuer with or
into another entity (other than a consolidation, amalgamation or merger in
which the Issuer is the continuing entity and which does not result in any such
reclassification or change of more than 30% of the outstanding shares of Class
A Common Stock), or (C) other takeover offer for shares of Class A Common Stock
that results in a transfer of or an irrevocable commitment to transfer more
than 30% of the shares of Class A Common Stock (other than the shares of Class
A Common Stock owned or controlled by the offeror), in each case if the Merger
Date is on or before the Settlement Date for the last Tranche hereunder.  "Merger
Date" means, in respect of a Merger Event, the date upon which holders of
the necessary number of shares of Class A Common Stock (other than, in the case
of a takeover offer, shares of Class A Common Stock owned or controlled by the
offeror) have agreed or have irrevocably become obligated to transfer their
shares of Class A Common Stock.  In respect of each Merger Event, the following
terms have the meanings given below:



               (i)   "New Shares" means shares of
common stock (whether of the offeror or a third party) issued by a
Publicly-Traded Entity received in connection with a Merger Event;



              (ii)   "Share-for-Share Merger Event"
means a Merger Event in which the consideration for the Original Stock consists
(or, at the option of the holder of such Class A Common Stock, may consist)
solely of New Shares; and



             (iii)   "Share-for-Combined Merger Event"
means a Merger Event in which the consideration for the Original Stock consists
of New Shares in combination with Other Consideration.



Section 6.03. Nationalization and Insolvency.  If, prior to the
Settlement Date for the last Tranche hereunder, all the shares of Class A
Common Stock or all or substantially all the assets of the Issuer are
nationalized, expropriated or are otherwise required to be transferred to any
governmental agency, authority or entity (a "Nationalization"); or by
reason of the voluntary or involuntary liquidation, bankruptcy or insolvency of
or any analogous proceeding affecting the Issuer, (a) all the shares of
the Class A Common Stock or Class B Common Stock are required to be transferred
to a trustee, liquidator or other similar official or (b) holders of the
shares of Class A Common Stock or Class B Common Stock become legally
prohibited from transferring them (an "Insolvency"), then, in any such
event, Buyer shall have the right, upon becoming aware of the occurrence of a
Nationalization or Insolvency, as the case may be, to notify Seller of such
event and terminate each remaining Tranche as of the date set forth in such
notice, following which Seller shall make payment to Buyer as provided in
Section 6.04.

Section 6.04.   Termination and Payment.  Following
termination of any Tranche as a result of any Spinoff, Merger Event,
Nationalization or Insolvency, Seller shall pay to Buyer an amount in cash (the
"Termination Amount") equal to the Acceleration Value for such Tranche
(calculated, for purposes of this Section 6.04, as
if the Termination Date for such Tranche were the Acceleration Date for such
Tranche, and on the basis of, in addition to the factors indicated in Section 7.01, a value ascribed to the Class A Common Stock equal
to the value of the consideration, if any, paid in respect of the Class A
Common Stock at the time of the Merger Event, Nationalization or Insolvency, as
the case may be) in settlement of such Tranche.  As promptly as reasonably
practicable after calculation of the Acceleration Value for such Tranche, Buyer
shall deliver to Seller a notice (the "Termination Amount Notice" for
such Tranche) specifying the Termination Amount for such Tranche.  Not later
than three Business Days following delivery of a Termination Amount Notice for
such Tranche by Buyer, Seller shall make a cash payment, by wire transfer of
immediately available funds to an account designated by Buyer, to Buyer in an
amount equal to the Termination Amount for such Tranche.

"Termination
Date" means (i) in respect of a Spinoff, a date designated as such by
Buyer, (ii) in respect of a Merger Event, the Merger Date, (iii) in respect of
a Nationalization, the date of the first public announcement of a firm
intention to nationalize and (iv) in respect of an Insolvency, the earlier of
the date the shares of Class A Common Stock are required to be transferred to a
trustee, liquidator or other similar official and the date the holders of
shares of Class A Common Stock become legally prohibited from transferring the
shares of Class A Common Stock that, in the case of a Nationalization or an
Insolvency (whether or not amended or on the terms originally announced), leads
to the Nationalization or the Insolvency, as the case may be, in each case as
determined by Buyer.

ARTICLE 7

Acceleration

Section 7.01.   Acceleration.  If one or more
of the following events (each an "Event of Default") shall occur:

              (a)   any legal proceeding shall have been
instituted or any other event shall have occurred or condition shall exist that
in Buyer's judgment could have a material adverse effect on the financial
condition of Seller (unless the only event that could have such an effect is a
diminution in the market value of the Common Stock) or on Seller's ability to
perform Seller's obligations hereunder, or that calls into question the
validity or binding effect of any agreement of Seller hereunder or under the
Pledge Agreement (which shall include, without limitation, any repudiation by
Seller of this Agreement or the Pledge Agreement);



(b)        Seller or the Issuer is adjudicated insolvent or bankrupt, Seller or the Issuer
makes an assignment for the benefit of creditors or commences an Insolvency
Proceeding with respect to itself or any of its debts or assets in any
jurisdiction and under any applicable law, whether now or hereafter in effect,
or Seller or the Issuer becomes insolvent or admits in writing its inability
generally to pay its debts as they become due;

 (c)       the commencement of any Insolvency Proceeding with respect to Seller or the Issuer 
(i) by a governmental, regulatory or supervisory authority, self-regulatory
organization, government-sponsored corporation or similar entity having primary
jurisdiction over it or its assets, or over Insolvency Proceedings in respect
of it or its assets, in the jurisdiction of its incorporation or organization
or the jurisdiction of its head or home office; or (ii) by any other Person if
such Insolvency Proceeding (A) is consented to or not timely contested by the
party against whom it was commenced, (B) results in the entry of a judgment of
insolvency or bankruptcy or the entry of an order for winding-up, liquidation,
reorganization, composition, rehabilitation, administration or other similar
relief or the appointment of a conservator, trustee, receiver, liquidator,
administrator, custodian or similar official, or (C) is not dismissed within
five Business Days; 

              (d)   at any time, any representation made or
repeated or deemed to have been made or repeated by Seller under this Agreement
or the Pledge Agreement or any certificate delivered pursuant hereto or thereto
would be incorrect or misleading in any material respect if made or repeated as
of such time;



              (e)   Seller fails to
fulfill or discharge when due any of Seller's obligations, covenants or
agreements under or relating to this Agreement or the Pledge Agreement,
including Seller's obligations to deliver shares of Class A Common Stock or
cash on the Settlement Date for any Tranche;



               (f)   due to the adoption of, or any change
in, any applicable law after the date hereof, or due to the promulgation of, or
any change in, the interpretation by any court, tribunal or regulatory
authority with competent jurisdiction of any applicable law after the date hereof,
it becomes unlawful for Seller to perform any absolute or contingent obligation
to make payment or delivery hereunder or to comply with any other material
provision of this Agreement or the Pledge Agreement;



              (g)   Seller to make any payment in respect
of any debt or other obligation having a principal amount or other amount
payable of $500,000 or more in the aggregate, in each case when due or within
any applicable grace period, or any event or condition shall occur which
results in the acceleration of the maturity of any such debt or such other
obligation, as the case may be, or enables (or, with the giving of notice or
lapse of time or both, would enable) the holder of any such debt, as the case
may be, or any Person acting on such holder's behalf to accelerate the maturity
or other due date for the payment thereof; 



              (h)   one or more final judgments or orders
for the payment of money in excess of $500,000 in the aggregate shall be
rendered against Seller and such final judgments or orders shall continue
unsatisfied and unstayed for a period of 30 days;



               (i)   Seller shall have been dissolved,
wound-up, liquidated or terminated; or



               (j)   a Collateral Event of Default within
the meaning of the Pledge Agreement shall occur;



then, upon notice to Seller
from Buyer at any time following an Event of Default , an "Acceleration Date"
shall occur with respect to each Tranche, and Seller shall become obligated to
deliver to an affiliate of Buyer designated by Buyer immediately upon receipt
of the Acceleration Amount Notice for all remaining Tranches, a number of
shares of Free Stock equal to the Acceleration Amount for each such Tranche; provided
that if the Collateral Agent proceeds to realize upon any collateral pledged
under the Pledge Agreement and to apply the proceeds of such realization with
respect to any such Tranche as provided in paragraph second of Section 8(d)
thereof, then, to the extent of such application of proceeds, Seller's obligation
to deliver Free Stock for such Tranche pursuant to this paragraph shall be
deemed to be an obligation to deliver an amount of cash equal to the aggregate
market value per share of such Free Stock on the Acceleration Date for such
Tranche.  The "Acceleration Amount" means, with respect to any Tranche,
the quotient obtained by dividing:  (i) the Acceleration Value for such
Tranche, as defined below, by (ii) the market value per share of the Class A
Common Stock on the Acceleration Date for such Tranche.

The "Acceleration
Value" means, with respect to any Tranche, means an amount determined by
the Calculation Agent to be the amount of the costs (expressed as a positive
number) or gains (expressed as a negative number) of Buyer that would be
incurred or realized to replace, or to provide the economic equivalent of the
remaining payments, deliveries or option rights in respect of, the transactions
contemplated by this Agreement as of the Acceleration Date; provided
that the amount of such costs or gains solely attributable to Seller's
remaining payments and deliveries under Article 2
shall in no event exceed the product of the Base Amount and the market value
per share of the Common Stock on the Acceleration Date.  The Calculation Agent
may determine the Acceleration Value by reference to information either
available to it internally or supplied by one or more third parties including,
without limitation, quotations (either firm or indicative) of relevant rates,
prices, yields, yield curves, volatilities, spreads or other relevant market
data in the relevant markets. If information is obtained from internal sources,
it should be the same type of information as used by the Calculation Agent for
the valuation of similar transactions for purposes of its own books and
records. The Calculation Agent may use such information to determine the
Acceleration Value either directly or through application to such information
of pricing or other valuation models that are used by the Calculation Agent in
pricing or valuing similar transactions at the time of the determination of
such Acceleration Value.  Third parties supplying such information may include,
without limitation, dealers in the relevant markets, end‑users of the
relevant products, information vendors and other sources of market information
that are used by the Calculation Agent in pricing or valuing similar
transactions at the time of the determination of such Acceleration Value. The
Calculation Agent may take into account, or may require third parties supplying
such information to take into account, the current creditworthiness and
relevant documentation and credit policies of Buyer, the size of the
transaction contemplated hereby, market liquidity and other factors relevant
under then prevailing circumstances. The Calculation Agent's determination of
the Acceleration Value may reflect one or more of the following, but without
duplication: (a) any cost or gain (whether or not incurred or realized) of
entering into one or more transactions that would have the effect of preserving
for Buyer the economic equivalent of payments, deliveries or option rights in
respect of the transactions contemplated by this Agreement that would, but for
the occurrence of the Acceleration Date, have been required or
exercisable after that date whether the underlying obligation or option right
was absolute or contingent; (b) any cost of funding; or (c) any loss or cost
incurred (or any gain realized) by Buyer and its affiliates as a result of the
terminating, liquidating, obtaining or reestablishing any hedge or related
trading position (whether such hedge or related trading position was maintained
by Buyer or one of its affiliates or by a counterparty to a transaction entered
into by Buyer or one of its affiliates to hedge Buyer's exposure to this
Agreement), whether in one or a group of transactions.

As promptly as
reasonably practicable after calculation of the Acceleration Value with respect
to any Tranche, the Calculation Agent shall deliver to Seller a notice for such
Tranche (the "Acceleration Amount Notice") specifying the Acceleration
Amount of shares of Class A Common Stock required to be delivered by Seller
with respect to such Tranche.

ARTICLE 8

Miscellaneous

Section 8.01.   Notices.  All notices and
other communications hereunder shall be in writing and shall be deemed to have
been duly given if mailed or transmitted by any standard form of
telecommunication.  Notices to Buyer shall be directed to JPMorgan Chase Bank,
277 Park Avenue, 11th Floor, New York, New York 10172, Attention:
Equity Derivative Group - Private Banking Group/Adam Green, Telephone No.
212-622-5248, Telecopy No. 212-622-0076, with a copy to JPMorgan Chase Bank,
345 Park Avenue, 4th Floor, New York, New York 10154, Attention:
Credit ‑ Steven Sonnick, Telephone No. 212‑464‑2993, Telecopy
No. 212‑464‑0906, with a copy to JPMorgan Chase Bank, 277 Park
Avenue, 11th Floor, New York, New York 10172, Attention: Equity Derivative
Group ‑ Documentation/Walter Rodstrom, Telephone No. 212‑622‑5713,
Telecopy No. 212‑622‑0154; notices to Seller shall be directed to
Seller at TLP Investment, L.P., c/o Erwin and Company, P.A., 6311 Ranch Drive, Little
 Rock, AR 72223, Telecopy No. 501-868-7750, Attention: Harry C. Erwin, III.

Section 8.02.   Governing Law; Severability; Submission to Jurisdiction; Waiver
of Jury Trial.  (a)  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York (without reference to choice
of law doctrine).

              (b)   To the extent
permitted by law, the unenforceability or invalidity of any provision or
provisions of this Agreement shall not render any other provision or provisions
herein contained unenforceable or invalid.



              (c)   Seller and Buyer
hereby irrevocably and unconditionally submit to the non-exclusive jurisdiction
of the Federal and state courts located in the Borough of Manhattan in the City
of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby.



              (d)   Seller and Buyer
hereby irrevocably and unconditionally waive any and all right to trial by jury
in any legal proceeding arising out of or related to this Agreement or the
transactions contemplated hereby.



              (e)   Service of
Process.  Seller irrevocably appoints CT Corporation System as process
agent to receive for Seller and on Seller's behalf, service of process in any
action, suit or other proceeding arising out of this Agreement or any
transaction contemplated hereby.  If for any reason CT Corporation System is
unable to act as such, Seller will promptly notify Buyer and within 30 days
appoint a substitute process agent acceptable to Buyer.  The parties
irrevocably consent to service of process given in the manner provided for
notices in Section 8.01.  Nothing in this
Agreement will affect the right of either party to serve process in any other
manner permitted by law.



Section 8.03.   Set-off.    The parties
hereto acknowledge and agree that each of them may elect to set-off any or all
of its obligations to the other party under any agreement to which the parties
hereto are parties against any or all of its rights to obtain performance from
such other party under any other agreement to which such parties are party.

Section 8.04.   Entire Agreement.  Except as
expressly set forth herein, this Agreement constitutes the entire agreement and
understanding among the parties with respect to its subject matter and
supersedes all oral communications and prior writings with respect thereto.

Section 8.05.   Amendments, Waivers.  Any provision of
this Agreement may be amended or waived if, and only if, such amendment or
waiver is in writing and signed, in the case of an amendment, by Buyer and
Seller or, in the case of a waiver, by the party against whom the waiver is to
be effective.  No failure or delay by either 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 8.06.   Assignment by Buyer; No Third Party Rights, Successors and
Assigns.  Neither Buyer
nor Seller may assign its rights or delegate its obligations under this
Agreement or any Tranche hereunder, except with the prior written consent of
the other party hereto, and any purported assignment or delegation without such
prior written consent shall be void and of no effect; provided that,
notwithstanding any other provision of this Agreement or the Pledge Agreement
to the contrary requiring Buyer to purchase, sell, receive or deliver any
shares of Class A Common Stock or other securities to or from Seller, Buyer may
designate any of its affiliates to purchase, sell, receive or deliver such shares
or other securities or otherwise to perform Buyer's obligations in respect of
the transactions contemplated hereunder and under the Pledge Agreement and any
such designee may assume such obligations, and Buyer shall be discharged of its
obligations to Seller to the extent of any such performance and Buyer may
otherwise, from time to time, without Seller's consent, assign any or all of
its rights and delegate any or all of its obligations hereunder to any of its
affiliates.  This Agreement is not intended and shall not be construed to
create any rights in any Person other than Seller, Buyer, an affiliate of Buyer
designated hereunder and their respective successors and assigns and no other
Person shall assert any rights as third party beneficiary hereunder.  Whenever
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party.  All the covenants and
agreements herein contained by or on behalf of Seller and Buyer shall bind, and
inure to the benefit of, their respective successors and assigns whether so
expressed or not, and shall be enforceable by and inure to the benefit of Buyer
and its successors and assigns.

Section 8.07.   Counterparts.  This Agreement
may be executed in any number of counterparts, and all such counterparts taken
together shall be deemed to constitute one and the same agreement.

Section 8.08.   Non-confidentiality.  Seller and Buyer
hereby acknowledge and agree that Buyer has authorized Seller to disclose this
Agreement (and any materials of any kind provided to Seller in connection
herewith) to any and all Persons without limitation of any kind, and there are
no express or implied agreements, arrangements or understandings to the
contrary, and Buyer hereby waives any and all claims or any proprietary rights
with respect to this Agreement, and authorizes Seller to use any information which
Seller receives or has received with respect to this Agreement.

Section 8.09.   Overdue
Amounts.  Any amounts not
paid when due hereunder shall bear interest (computed on the basis of a year of
360 days and payable for the actual number of days elapsed) at a rate per annum
equal to 2% plus the rate announced from time to time by JPMorgan Chase Bank as
its prime rate.

Section 8.10.   Matters
Related to Agent.  Each party
agrees and acknowledges that (i) the Agent acts solely as agent on a disclosed
basis with respect to the transactions contemplated hereunder, and (ii) the
Agent has no obligation, by guaranty, endorsement or otherwise, with respect to
the obligations of either Seller or Buyer hereunder, either with respect to the
delivery of cash or shares of Class A Common Stock, either at the beginning or
the end of the transactions contemplated hereby.  In this regard, each of
Seller and Buyer acknowledges and agrees to look solely to the other for
performance with respect to each Tranche hereunder, and not to the Agent.

Section 8.11.   Calculation
Agent.  The
determinations and calculations of the Calculation Agent shall be made in good
faith and in a commercially reasonable manner, and shall be binding in the
absence of manifest error.

 
IN WITNESS
WHEREOF, the parties have signed this Agreement as of the date and year first
above written.

SELLER:



TLP INVESTMENT, L.P.



By: TLPCRT, LLC, its general
partner





By: /S/ HARRY C. ERWIN, III          


                                                            Name:   Harry C. Erwin, III

                                                            Title:      Manager







BUYER:



JPMORGAN CHASE BANK, by J.P.

                                                            MORGAN SECURITIES
INC., as its

                                                            Agent





By: /S/ KIRT RASMUSSEN              


                                                            Name:   Kirt Rasmussen

                                                            Title:      Senior Vice
President

 




EXHIBIT A

 

FORM OF
PRE-PRICING ACKNOWLEDGMENT - TRANCHE No.[___]



            [_________], 2004



This Pre-pricing Acknowledgment is
a Pre-pricing Acknowledgment within the meaning of Section 2.02(b) of the Stock Purchase Agreement dated as of February 19, 2004 (the "Stock Purchase Agreement") between TLP Investment, L.P. ("Seller")
and JPMorgan Chase Bank ("Buyer"), by J.P. Morgan Securities Inc., as
its agent.  This Pre-pricing Acknowledgment relates to Tranche No. [__]. 
Capitalized terms used herein have the meanings set forth in the Stock Purchase
Agreement.  Upon the terms and subject to the conditions of the Stock Purchase
Agreement, the parties hereto hereby acknowledge and agree as follows with
respect to Tranche No. [___]:



(i)         Designation of
Tranche: Tranche No. [___].



(ii)        Advance Rate:
[___]%.



(iii)       Averaging Number:
[___].



(iv)       Downside Rate:
[___________]%.



(v)        Hedging Commencement
Date:   [___________]



(vi)       Hedging Fee:
$[___________].



(vii)      Maximum Base Amount:
[____________] shares.



(viii)      Upside Rate:
[___]%.



This Pre-pricing Acknowledgment
shall be governed by the laws of New York and may be executed in any number of
counterparts, and all such counterparts taken together shall be deemed to
constitute one and the same agreement.





 
IN WITNESS WHEREOF, the parties
have signed this Pre-pricing Acknowledgment as of the date and year first above
written.





SELLER:



TLP INVESTMENT, L.P.



By: TLPCRT, LLC, its general
partner





By:                                                      


                                                            Name:  


                                                            Title:





BUYER:



JPMORGAN CHASE BANK, by J.P.

                                                            MORGAN
SECURITIES INC., as its Agent





By:                                             


                                                            Name:

                                                            Title:

 
EXHIBIT B

 [FORM OF PRICING
SCHEDULE - TRANCHE No. [___]]

                                                                    

JPMorgan Chase Bank

277 Park Avenue, 11th
Floor

New York, New York 10172



                                                                        [________],
2004



TLP Investment, L.P.

c/o Erwin and Company, P.A.

6311 Ranch Drive

Little Rock, AR 72223

Ladies and Gentlemen:



This Pricing Schedule is a Pricing
Schedule within the meaning of Section 2.02(c) of
the Stock Purchase Agreement dated as of February 19, 2004 (the "Stock Purchase Agreement") between TLP Investment, L.P. ("Seller") and
JPMorgan Chase Bank ("Buyer"), by J.P. Morgan Securities Inc., as its
agent.  Capitalized terms used herein have the meanings set forth in the Stock
Purchase Agreement.



This Pricing Schedule relates to
Tranche No. [__].  Upon the terms and subject to the conditions of the Stock
Purchase Agreement, the Terms of Tranche with respect to Tranche No. [___]
shall be as follows:



1.  Designation of Tranche: Tranche No. [___].

2.  Purchase Price: [___________].



3.  Payment Date: [___________].



4.  Initial Share Price: [____________].



5.  Initial Short Position:  [_______________]



6.  Hedged Value: [__________].



7.  Upside Limit: [__________].

8.  Base Amount: [____________].



9. The Last Day of Hedging Period: [________].





Very truly yours,



JPMORGAN CHASE BANK, by J.P.

MORGAN SECURITIES INC., as its Agent







By:
                                                               

Name:

Title:





Acknowledged and Confirmed:



TLP INVESTMENT, L.P.



By: TLPCRT, LLC, its general partner





By:                                                      


            Name:

            Title:

 
EXHIBIT E

 







PLEDGE AGREEMENT





dated as of





February 19, 2004









among









TLP INVESTMENT, L.P.,









JPMORGAN CHASE BANK,

as Secured Party









and









JPMORGAN CHASE BANK,

as Collateral Agent

 
TABLE OF CONTENTS



SECTION 1.  The Security Interests                                                                           1

SECTION 2.  Definitions                                                                                            3

SECTION 3.  Representations and Warranties of Pledgor                                        6

SECTION 4.  Representations,
Warranties and Agreements of the Collateral 

                      Agent                                                                                                     8

SECTION 5.  Certain Covenants of Pledgor                                                             9

SECTION 6.  Administration of the Collateral and
Valuation of the Securities       10

SECTION 7.  Income and Voting Rights in Collateral                                               13

SECTION 8.  Remedies upon Events of Default                                                        14

SECTION 9.  The Collateral Agent                                                                            18

SECTION 10. Miscellaneous                                                                                      19

SECTION 11. Set-off                                                                                                  21

SECTION 12. Termination of Pledge Agreement                                                      21

SECTION 13. Assignment                                                                                          21



Exhibit A          Form of Certificate for Additional
Collateral

Exhibit B          List of Locations

 
PLEDGE
AGREEMENT



THIS AGREEMENT
is made as of this 19th day of February, 2004, among TLP INVESTMENT,
L.P., a Delaware limited partnership ("Pledgor"), JPMORGAN CHASE BANK,
as collateral agent (the "Collateral Agent") hereunder for the benefit
of JPMORGAN CHASE BANK ("Secured Party") and Secured Party.

WHEREAS,
Pledgor owns shares of Class B common stock, par value $0.10 per share, or
security entitlements in respect thereof ("Class B Common Stock"), of
Tyson Foods, Inc., a Delaware corporation (the "Issuer");

WHEREAS,
shares of Class B Common Stock are convertible into shares of Class A common
stock, par value $0.10 per share, or security entitlements in respect thereof
("Class A Common Stock"), of the Issuer;

WHEREAS,
pursuant to the Stock Purchase Agreement (as amended from time to time, the "Stock
Purchase Agreement") dated as of the date hereof between Pledgor and
Secured Party, by J.P. Morgan Securities Inc., as its agent, Pledgor has agreed
to sell and Secured Party has agreed to purchase, in one or more transactions
executed in tranches (each, a "Tranche"), up to the Maximum Number (as
defined in the Stock Purchase Agreement) of shares of Class A Common Stock,
subject to the terms and conditions of the Stock Purchase Agreement; and

WHEREAS, it is
a condition to the obligations of Secured Party under the Stock Purchase
Agreement that Pledgor, the Collateral Agent and Secured Party enter into this
Agreement and that Pledgor grant the pledge provided for herein;

NOW,
THEREFORE, in consideration of their mutual covenants contained herein and to
secure the performance by Pledgor of Pledgor's obligations under the Stock
Purchase Agreement and the observance and performance of the covenants and
agreements contained herein and in the Stock Purchase Agreement, the parties
hereto, intending to be legally bound, hereby mutually covenant and agree as
follows:

Section 1.   The Security Interests.  In order to
secure the full and punctual observance and performance of the covenants and
agreements contained herein and in the Stock Purchase Agreement:

            (a)     Pledgor hereby assigns, pledges and
grants to the Collateral Agent, as agent of and for the benefit of Secured
Party, security interests in and to, and a  lien upon and right of set‑off against, and transfers
to the Collateral Agent, as agent of and for the benefit of Secured Party, as
and by way of a security interest having priority over all other security
interests, with power of sale, all of Pledgor's right, title and interest in
and to (i) the Pledged Items described in Section 1(b)
and 1(c); (ii) all additions to and substitutions
for such Pledged Items (including, without limitation, any securities,
instruments or other property delivered or pledged pursuant to Section 5(a) or 6(b)) (such
additions and substitutions, the "Additions and Substitutions"); (iii)
all income, proceeds and collections received or to be received, or derived or
to be derived, now or at any time hereafter (whether before or after the
commencement of any proceeding under applicable bankruptcy, insolvency or
similar law, by or against Pledgor, with respect to Pledgor) from or in
connection with the Pledged Items or the Additions and Substitutions
(including, without limitation, (A) any shares of capital stock issued by the
Issuer in respect of any Common Stock constituting Collateral or any cash,
securities or other property distributed in respect of or exchanged for any
Common Stock constituting Collateral, or into which any such Common Stock is
converted, in connection with any Merger Event, and any security entitlements
in respect of any of the foregoing, (B) any obligation of the Collateral Agent
to replace any rehypothecated Collateral and (C) any amounts paid or assets
delivered to Pledgor by the Collateral Agent in respect of dividends paid or
distributions made on shares of Common Stock constituting Collateral that have
been rehypothecated); (iv) all securities and other financial assets (each as
defined in Section 8-102 of the UCC) and other funds, property or assets from
time to time held or credited as Collateral hereunder; and (v) all powers and
rights now owned or hereafter acquired under or with respect to the Pledged
Items or the Additions and the Substitutions (such Pledged Items, such
Additions and Substitutions, proceeds, collections, powers, rights and assets
held therein or credited thereto being herein collectively called the "Collateral"). 
The Collateral Agent shall have all of the rights, remedies and recourses with
respect to the Collateral afforded a secured party by the UCC, in addition to,
and not in limitation of, the other rights, remedies and recourses afforded to
the Collateral Agent by this Agreement.



(b)        On
or prior to the Effective Date, Pledgor shall deliver to the Collateral Agent
in pledge hereunder Eligible Collateral consisting of the Maximum Number of
shares of Class B Common Stock (the "Initial Pledged Shares"), in the
manner provided in Section 6(c).

(c)        In
the event that the Issuer at any time issues to Pledgor in respect of any
Common Stock constituting Collateral hereunder or comprising financial assets
underlying security entitlements constituting Collateral hereunder, any
additional or substitute shares of capital stock of any class or any cash,
securities or other property distributed in respect of or exchanged for any
Collateral, or into which any such Collateral is converted, whether in
connection with any Merger Event or otherwise (or any security entitlements in
respect of the foregoing), Pledgor shall immediately pledge and deliver to the
Collateral Agent in accordance with Section 6(c)
all such shares, cash, securities, other property and security entitlements in
respect thereof as additional Collateral hereunder.

(d)        The
Security Interests are granted as security only and shall not subject the
Collateral Agent and Secured Party to, or transfer or in any way affect or
modify, any obligation or liability of Pledgor or the Issuer with respect to
any of the Collateral or any transaction in connection therewith.

(e)        The
parties hereto expressly agree that all rights, assets and property at any time
held or credited as Collateral hereunder shall be treated as financial assets
(as defined in Section 8-102 of the UCC).

(f)         On
or promptly after the Hedging Termination Date, the Collateral Agent shall
release to Pledgor the excess (if any) of (x) the Initial Pledged Shares held
by Collateral Agent as Collateral hereunder, over (y) the sum of the Base
Amounts for all Tranches that have been established pursuant to the Stock
Purchase Agreement.

Section 2.   Definitions.  Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to
them in the Stock Purchase Agreement.  As used herein, the following words and
phrases shall have the following meanings:

"Additions
and Substitutions" has the meaning provided in Section 1(a).

"Authorized
Officer" of Pledgor means any general partner (or any officer thereof) as
to whom Pledgor shall have delivered notice to the Collateral Agent that such
general partner (or such officer) is authorized to act hereunder on behalf of
Pledgor.

"Class A Free
Stock" means Class A Common Stock that is not subject to any Transfer
Restrictions (other than any Transfer Restrictions arising solely from the fact
that Seller is an "affiliate" within the meaning of Rule 144 under the
Securities Act of the Issuer) in the hands of Pledgor immediately prior to
delivery to an affiliate of Secured Party designated by Secured Party under the
Stock Purchase Agreement and such Class A Common Stock would not be subject to
any Transfer Restrictions in the hands of such affiliate of Secured Party upon
delivery to such affiliate of Secured Party.


"Class B
Free Stock" means Class B Common Stock that is not subject to any Transfer
Restrictions (other than any Transfer Restrictions arising solely from the fact
that Seller is an "affiliate" within the meaning of Rule 144 under the
Securities Act of the Issuer) in the hands of Pledgor immediately prior to
delivery to an affiliate of Secured Party designated by Secured Party under the
Stock Purchase Agreement and such Class B Common Stock would not be subject to
any Transfer Restrictions in the hands of such affiliate of Secured Party upon
delivery to such affiliate of Secured Party.

"Collateral"
has the meaning provided in Section 1(a).

"Collateral
Agent" means the financial institution identified as such in the
preliminary paragraph hereof, or any successor appointed in accordance with
Section 9.

"Collateral
Event of Default" means, at any time, the occurrence of either of the
following:  (A) failure of the Collateral to include, as Eligible Collateral,
at least Maximum Deliverable Number of shares of Common Stock or (B) failure at
any time of the Security Interests to constitute valid and perfected security
interests in all of the Collateral, subject to no prior or equal Lien, and, with
respect to any Collateral consisting of securities or security entitlements
(each as defined in Section 8-102 of the UCC), as to which Secured Party has
Control, or, in each case, assertion of such by Pledgor in writing.

"Common
Stock" means Class A Common Stock or Class B Common Stock.

"Control"
means "control" as defined in Section 8-106 and Section 9-106 of the UCC.

"Control
Agreement" means a securities account control agreement or other similar
agreement executed by a securities intermediary, including without limitation
any master securities control agreement among the Collateral Agent and any of
its affiliates, as amended from time to time, pursuant to which such securities
intermediary agrees to comply with entitlement orders originated by the Collateral
Agent with respect to the Collateral without further consent by Pledgor.

"Default
Settlement Date" has the meaning provided in Section 8(a).

"Dividend
Proceeds" has the meaning provided in Section 7(a).

"Eligible
Collateral" means Common Stock, provided that Pledgor has good and
marketable title thereto, free of all Liens (other than the Security  Interests) and
Transfer Restrictions (other than Existing Transfer Restrictions, but with no
legends thereon referring to any Transfer Restrictions) and that the Collateral
Agent has a valid, first priority perfected security interest therein, a first
lien thereon and Control with respect thereto, and provided further that
to the extent the number of shares of Common Stock pledged hereunder exceeds at
any time the Deliverable Number thereof, such excess shares shall not be
Eligible Collateral.

"Event of
Default" means any condition or event which constitutes an Event of Default
as defined in the Stock Purchase Agreement, or which with the giving of notice
or the lapse of time or both would, unless cured or waived, become an Event of
Default as defined in the Stock Purchase Agreement.

"Existing
Transfer Restrictions" means the Transfer Restrictions on the shares of
Common Stock pledged hereunder arising solely from the fact that Seller is an
"affiliate", within the meaning of Rule 144 under the Securities Act, of the
Issuer.

"Initial
Pledged Shares" has the meaning provided in Section 1(b).

"Location"
means, with respect to any party, the place such party is "located" within the
meaning of Section 9-307 of the Uniform Commercial Code as in effect in each
jurisdiction that may be deemed applicable to such party.

"Maximum
Deliverable Number" means, on any date, a number of shares of Common Stock
equal to sum of the Base Amounts for all Tranches, each of them multiplied
successively by each adjustment that shall have been calculated with respect
thereto on or prior to such date pursuant to Article 6 of the Stock
Purchase Agreement.

"Other
Liens" has the meaning provided in Section 4(e).

"Pledged
Items" means, as of any date, any and all securities and instruments
delivered by Pledgor to be held by the Collateral Agent under this Agreement as
Collateral.

"Security
Interests" means the security interests in the Collateral created hereby.

"UCC"
means the Uniform Commercial Code as in effect in the State of New York.


Section 3.   Representations and
Warranties of Pledgor. 
Pledgor hereby represents and warrants to the Collateral Agent
and Secured Party that:

              (a)   (i) Tyson Limited Partnership, a
Delaware limited partnership ("TLP"), was formed on August 9, 1990 and
had held the Initial Pledged Shares for a period of at least two years prior to
May 6, 2002; (ii) on May 6, 2002, TLP transferred the Initial Pledged Shares to
Pledgor for good and valuable consideration; (iii) TLP was on May 6, 2002, has
been since May 6, 2002 and currently is the sole limited partner of Pledgor;
(iv) TLP was on May 6, 2002, has been since May 6, 2002 and currently is the
sole member of TLPCRT, LLC, a Delaware limited liability company ("TLPCRT");
(v) TLPCRT is the sole limited partner of Pledgor; (vi) TLP was on May 6, 2002,
has been since May 6, 2002 and currently is the direct and indirect beneficial
owner of 100% of the economic interests of Pledgor; (vii) TLP has a holding
period (determined in accordance with paragraph (d) of Rule 144 under the
Securities Act) with respect to all shares of Common Stock pledged hereunder of
at least one year and a day, (viii) Pledgor owns and, at all times prior to the
release of the Collateral pursuant to the terms of this Agreement, will own
such Collateral free and clear of any Liens (other than the Security Interests)
or Transfer Restrictions (other than the Existing Transfer Restrictions) and
(ix) Pledgor is not and will not become a party to or otherwise bound by any
agreement, other than this Agreement or any Control Agreement referred to in
Section 6(c)(iii) among Collateral Agent and its affiliates, that (x) restricts
in any manner the rights of any present or future owner of the Collateral with
respect thereto or (y) provides any Person other than Pledgor, the Collateral
Agent, Secured Party or any securities intermediary through which any
Collateral is held (but, in the case of any such securities intermediary, only
with respect to Collateral held through it) with Control with respect to any
Collateral.



              (b)   Other than financing statements or
other similar or equivalent documents or instruments with respect to the
Security Interests, no financing statement, security agreement or similar or
equivalent document or instrument covering all or any part of (i) the
Collateral or (ii) any other general intangibles of Pledgor is on file or of
record in any jurisdiction in which such filing or recording would be effective
to perfect a lien, security interest or other encumbrance of any kind on such
Collateral or such other general intangibles, as the case may be.



              (c)   All Collateral consisting of securities
and all financial assets underlying Collateral consisting of security
entitlements (each as defined in Section 8-102 of the UCC) at any time pledged
hereunder is and will be issued by an issuer organized under the laws of the
United States, any State thereof or the District of Columbia and (i)
certificated (and the certificate or certificates in respect of such securities
or financial assets are and will be located in the United States) and
registered in the name of Pledgor or held through a securities intermediary
whose jurisdiction (within the meaning of Section 8-110(e) of the UCC) is
located in the United States or (ii) uncertificated and either registered in
the name of Pledgor or held through a securities intermediary whose
jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in
the United States; provided that this representation shall not be deemed
to be breached if, at any time, any such Collateral is issued by an issuer that
is not organized under the laws of the United States, any State thereof or the
District of Columbia, and the parties hereto agree to procedures or amendments
hereto necessary to enable the  Collateral Agent to maintain, for the benefit
of Secured Party, a valid and continuously perfected security interest in such
Collateral, in respect of which Secured Party will have Control, subject to no
prior Lien.  The parties hereto agree to negotiate in good faith any such
procedures or amendments.



            (d)        Upon (i) the delivery of
certificates evidencing investment property (as defined in Section 9-102(49) of
the UCC) consisting of securities to the Collateral Agent in accordance with
Section 6(c)(i) or the registration of any such
investment property consisting of uncertificated securities in the name of the
Collateral Agent or its nominee in accordance with Section 6(c)(ii), the Collateral Agent will have, for the
benefit of Secured Party, a valid and, as long as the Collateral Agent retains
possession of such certificates or such uncertificated securities remain so
registered, perfected security interest therein, in respect of which the
Collateral Agent will have Control, subject to no prior Lien, (ii) in the case
of securities in respect of which security entitlements are held by the Pledgor
through a securities intermediary other than the Collateral Agent, the crediting
of any securities or other financial assets underlying any such investment
property consisting of security entitlements to a securities account of the
Collateral Agent or to a securities account of Pledgor and, if the securities
account is an account of Pledgor, the execution by the securities intermediary
of a Control Agreement in accordance with Section 6(c)(iii),
the Collateral Agent will have, for the benefit of Secured Party, a valid and,
so long as such Common Stock continues to be credited to such securities
account with the applicable securities intermediary, perfected security
interest in a securities entitlement in respect thereof, in respect of which
the Collateral Agent will have Control subject to no prior Lien, and (iii) in
the case of securities in respect of which security entitlements are held by
the Pledgor through the Collateral Agent as Pledgor's securities intermediary,
the grant of the security interests hereunder, the Collateral Agent will have,
for the benefit of Secured Party, a valid and perfected security interest in a
security entitlement in respect thereof, in respect of which the Collateral
Agent will have Control subject to no prior Lien.



(e)        No
registration, recordation or filing with any governmental body, agency or
official is required in connection with the execution and delivery of this
Agreement or necessary for the validity or enforceability hereof or for the
perfection or enforcement of the Security Interests.

(f)         Pledgor
has not performed and will not perform any acts that might prevent the
Collateral Agent from enforcing any of the terms of this Agreement or that
might limit the Collateral Agent in any such enforcement.

            (g)        All possible Locations of the
Pledgor are listed on Exhibit B hereto.



Section 4.   Representations, Warranties and
Agreements of the Collateral Agent.  The Collateral Agent represents and
warrants to, and agrees with, Pledgor and Secured Party that:

              (a)   The Collateral Agent is a banking
corporation, duly formed, validly existing and in good standing under the laws
of the State of New York, and has all powers and all material governmental
licenses, authorizations, consents and approvals required to enter into, and
perform its obligations under, this Agreement.



              (b)   The execution, delivery and performance
by the Collateral Agent of this Agreement have been duly authorized by all
necessary action on the part of the Collateral Agent and do not and will not
violate, contravene or constitute a default under any provision of applicable
law or regulation or of the certificate of formation or by‑laws of the
Collateral Agent or of any material agreement, judgment, injunction, order,
decree or other instrument binding upon the Collateral Agent.



              (c)   This Agreement constitutes a valid and
binding agreement of the Collateral Agent enforceable against the Collateral
Agent in accordance with its terms.



              (d)   The Collateral Agent has not and will
not enter into any agreement pursuant to which any Person other than Pledgor,
the Collateral Agent, Secured Party, or any securities intermediary through
which any Collateral is held (but, in the case of any such securities
intermediary, only in respect of Collateral held through it) has or will have
Control with respect to any Collateral.



              (e)   The Collateral Agent hereby agrees that
all liens, pledges and other security interests of any kind or nature held by
it (other than liens, pledges and security interests arising hereunder) in any of
the Collateral securing any obligation to the Collateral Agent (either in such
capacity or in any other capacity) (collectively, "Other Liens") shall
be subordinate and junior to the liens, pledges and security interests in the
Collateral arising hereunder and that the Collateral Agent will take no action
to enforce any Other Liens so long as any obligation under the Stock Purchase
Agreement or hereunder (whether or not then due) should remain unsatisfied.



Section 5   Certain Covenants of Pledgor.  Pledgor agrees
that, so long as any of Pledgor's obligations under the Stock Purchase
Agreement remain outstanding:

              (a)   Pledgor shall ensure at all times that
a Collateral Event of Default shall not occur, and shall pledge additional Collateral
in the manner described in Sections 6(b) and 6(c) as necessary to cause such requirement to be met.



              (b)   Pledgor shall, at the expense of
Pledgor and in such manner and form as Secured Party or the Collateral Agent
may require, give, execute, deliver, file and record any financing statement,
notice, instrument, document, agreement or other papers that may be necessary
or desirable in order to (i) create, preserve, perfect, substantiate or
validate any security interest granted pursuant hereto, (ii) create or maintain
Control with respect to any such security interests in any investment property
(as defined in Section 9-102(a)(49) of the UCC) or (iii) enable the Collateral
Agent to exercise and enforce its rights and the rights of Secured Party
hereunder with respect to such security interest. To the extent permitted by
applicable law, Pledgor hereby authorizes the Collateral Agent to execute and
file, in the name of Pledgor or otherwise, UCC financing or continuation
statements (which may be carbon, photographic, photostatic or other
reproductions of this Agreement or of a financing statement relating to this
Agreement) that the Collateral Agent in its sole discretion may deem necessary
or appropriate to further perfect, or maintain the perfection of, the Security
Interests.



              (c)   Pledgor shall warrant and defend
Pledgor's title to the Collateral, subject to the rights of the Collateral
Agent and Secured Party, against the claims and demands of all Persons.  The
Collateral Agent and Secured Party (or, as they may agree, one of them) may
elect, but without an obligation to do so, to discharge any Lien of any third
party on any of the Collateral.



              (d)   Pledgor agrees  that
Pledgor shall not change any of  (A) Pledgor's name, identity or partnership
structure in any manner or (B) Pledgor's Location, unless in any such case (x)
Pledgor shall have given the Collateral Agent not less than 30 days' prior
notice thereof and (y) such change shall not cause any of the Security
Interests to become unperfected, cause Secured Party to cease to have Control
in respect of any of the Security Interests in any Collateral consisting of investment
property (as defined in Section 9-102(a)(49) of the UCC) or subject any
Collateral to any other Lien.



              (e)   Pledgor agrees that Pledgor shall not (i) create or permit to exist any Lien (other than the Security Interests) or any
Transfer Restriction (other than the Existing Transfer Restrictions) upon or
with respect to the Collateral, (ii) sell or otherwise dispose of, or grant any
option with respect to, any of the Collateral or (iii) enter into or consent to
any agreement (other than any Control Agreement referred to in Section
6(c)(iii) among Collateral Agent and its affiliates) pursuant to which any
Person other than Pledgor, the Collateral Agent, Secured Party and any
securities intermediary through which any of the Collateral is held (but, in
the case of any such securities intermediary, only in respect of Collateral
held through it) has or will have Control in respect of any Collateral.



Section 6  Administration of the
Collateral and Valuation of the Securities.  (a) The Collateral Agent shall
determine on each Business Day whether a Collateral Event of Default shall have
occurred.

              (b)   Pledgor may pledge hereunder additional
Collateral acceptable to  Secured Party at any time.  Concurrently with the
delivery of any additional Eligible Collateral, Pledgor shall deliver to the
Collateral Agent a certificate of an Authorized Officer of Pledgor
substantially in the form of Exhibit A hereto and dated the date of such
delivery, (i) identifying the additional items of Eligible Collateral being
pledged and (ii) certifying that with respect to such items of additional
Eligible Collateral the representations and warranties contained in Section 3(a), 3(b), 3(c) and 3(d) are true and
correct with respect to such Eligible Collateral on and as of the date
thereof.  Pledgor hereby covenants and agrees to take all actions required
under Section 6(c) and any other actions necessary
to create for the benefit of the Collateral Agent a valid, first priority,
perfected security interest in, and a first lien upon, such additional Eligible
Collateral, as to which the Collateral Agent will have Control.



              (c)   Any delivery of any securities or
security entitlements (each as defined in Section 8‑102 of the UCC) as
Collateral to the Collateral Agent by Pledgor shall be effected (i) in the case of Collateral consisting of certificated securities registered in the name of
Pledgor, by delivery of certificates representing such securities to the
Collateral Agent, accompanied by any required transfer tax stamps, and in
suitable form for transfer by delivery or accompanied by duly executed
instruments of transfer or assignment in blank (including any related
documentation required by the transfer agent for such securities in connection
with effecting or registering transfer), with signatures appropriately
guaranteed, all in form and substance satisfactory to the Collateral Agent, (ii) in the case of Collateral consisting of uncertificated securities registered in the
name of Pledgor, by transmission by Pledgor of an instruction to the issuer of
such securities instructing such issuer to register such securities in the name
of the Collateral Agent or its nominee, accompanied by any required transfer
tax stamps, and the issuer's compliance with such instructions, (iii) in the case of securities in respect of which security entitlements are held by Pledgor
through a securities intermediary other than the Collateral Agent, by the
crediting of such securities, accompanied by any required transfer tax stamps,
to a securities account of the Collateral Agent or Pledgor at such securities
intermediary or, at the option of the Collateral Agent, at another securities
intermediary satisfactory to the Collateral Agent and, if such securities
account is an account of Pledgor, the execution by such securities intermediary
of a Control Agreement in form and substance satisfactory to the Collateral
Agent and (iv) in the case of securities in respect of which security
entitlements are held by Pledgor through the Collateral Agent as Pledgor's
securities intermediary (including securities in respect of which securities
entitlements are held by Pledgor through an account at the Collateral Agent),
by the grant of the Security Interests hereunder.  Pledgor hereby consents to,
and agrees to be bound by, any Control Agreement referred to in Section 6(c)(iii) above, including without limitation the
agreement of any securities intermediary to comply with entitlement orders of
the Collateral Agent pursuant thereto. Upon delivery of any such Pledged Item
under this Agreement, the Collateral Agent shall examine such Pledged Item and
any certificates delivered pursuant to Section 6(b)
or otherwise pursuant to the terms hereof in connection therewith to determine
that they comply as to form with the requirements for Eligible Collateral.



              (d)   If on any Business Day the Collateral
Agent determines that a Collateral Event of Default shall have occurred, the
Collateral Agent shall promptly notify Pledgor of such determination by
telephone call to an Authorized Officer of Pledgor followed by a written
confirmation of such call. 



              (e)   If on any Business Day the Collateral
Agent determines that no Event of Default or failure by Pledgor to meet any of
Pledgor's obligations under Sections 5 or 6 hereof has occurred and is continuing, Pledgor may
obtain the release from the Security Interests of any Collateral upon delivery
to the Collateral Agent of a written notice from an Authorized Officer of
Pledgor indicating the items of Collateral to be released so long as, after
such release, no Collateral Event of Default shall have occurred.



               (f)   On the Settlement Date for each
Tranche, unless (i) Pledgor shall have otherwise effected the deliveries
required by Section 2.03(a) of the Stock Purchase Agreement for such Tranche or
shall have delivered the Cash Settlement Amount for such Tranche to Secured
Party in lieu of shares of Common Stock in accordance with Section 2.04 of the
Stock Purchase Agreement on the Settlement Date for such Tranche or (ii) the
shares of Common Stock then held by the Collateral Agent hereunder are not
Class A Free Stock or Class B Free Stock, the Collateral Agent shall deliver
(and Pledgor hereby irrevocably instructs the Collateral Agent to deliver, in
complete or partial, as the case may be, satisfaction of Pledgor's obligations
to deliver shares of Common Stock to an affiliate of Secured Party designated
by Secured Party on the Settlement Date for such Tranche pursuant to the Stock
Purchase Agreement) to an affiliate of Secured Party designated by Secured
Party shares of Common Stock that are Class A Free Stock or Class B Free Stock
then held by the Collateral Agent hereunder representing the number of shares
of Common Stock required to be delivered with respect to such Tranche under the
Stock Purchase Agreement on the Settlement Date for such Tranche.  Upon any
such delivery, such affiliate of Secured Party shall hold such shares of Common
Stock absolutely and free from any claim or right whatsoever (including,
without limitation, any claim or right of Pledgor).



              (g)   The Collateral Agent may at any time or
from time to time, in its sole discretion, cause any or all of the Collateral
that is registered in the name of Pledgor or Pledgor's nominee to be
transferred of record into the name of the Collateral Agent or Collateral
Agent's nominee.  Pledgor shall promptly give to the Collateral Agent copies of
any notices or other communications received by Pledgor with respect to
Collateral that is registered, or held through a securities intermediary, in
the name of Pledgor or Pledgor's nominee and the Collateral Agent shall
promptly give to Pledgor copies of notices and communications received by the
Collateral Agent with respect to Collateral that is registered, or held through
a securities intermediary, in the name of the Collateral Agent or its nominee; provided,
however, that (i) the Collateral Agent shall only be required to deliver such
notices or other communications as have actually been received by it in respect
of the Collateral and (ii) the Collateral Agent shall only be required to make
such deliveries as quickly as reasonably practicable after its receipt of such
notices or other communications; provided further that proxies, powers
of attorney, consents, ratifications and waivers in respect of any of the
Collateral that is registered, or held through a securities intermediary, in
the name of the Collateral Agent or its nominee shall be subject to Section 7(c) hereof and shall not be subject to this Section 6(g).  Except as specifically set forth herein, the
Collateral Agent shall have no further obligation to ascertain, or to notify
Pledgor of, the occurrence of any events or actions concerning Collateral that
is registered, or held through a securities intermediary, in the name of the
Collateral Agent or its nominee and the Collateral Agent shall not be deemed to
assume any such further obligation as a result of its establishment of any
internal procedures with respect to any securities in its possession.



              (h)   Pledgor agrees that Pledgor shall
forthwith upon demand pay to the Collateral Agent:



               (i)   the amount of any taxes that the
Collateral Agent or Secured Party may have been required to pay by reason of
the Security Interests or to free any of the Collateral from any Lien thereon,
and



              (ii)   the amount of any and all
out-of-pocket expenses, including the fees and disbursements of counsel and of
any other experts, that the Collateral Agent or Secured Party may incur in
connection with (A) the enforcement of this Agreement, including such expenses
as are incurred to preserve the value of the Collateral and the validity,
perfection, rank and value of the Security Interests, (B) the collection, sale
or other disposition of any of the Collateral, (C) the exercise by the
Collateral Agent of any of the rights conferred upon it hereunder or (D) any
Event of Default.



Any such amount not paid on demand shall
bear interest (computed on the basis of a year of 360 days and payable for the
actual number of days elapsed) at a rate per annum equal to 2% plus the rate
announced from time to time by JPMorgan Chase Bank as its prime rate.

Section 7.   Income and Voting Rights in
Collateral.  (a) The Collateral Agent shall have the right to receive and retain as Collateral
hereunder (i) all proceeds (other than Ordinary Dividends or interest ("Dividend
Proceeds")) of the Collateral and (ii) upon the occurrence and during the
continuance of an Event of Default, all proceeds of the Collateral, including
without limitation all Dividend Proceeds, and Pledgor shall take all such
action as the Collateral Agent shall deem necessary or appropriate to give
effect to such right.  All such proceeds including, without limitation, all
dividends, Dividend Proceeds and other payments and distributions that are
received by Pledgor shall be received in trust for the benefit of the
Collateral Agent and Secured Party (but only, in the case of Dividend Proceeds,
upon the occurrence and during the continuance of an Event of Default) and, if
the Collateral Agent so directs (but only, in the case of Dividend Proceeds,
upon the occurrence and during the continuance of an Event of Default), shall
be segregated from other funds of Pledgor and shall, forthwith upon demand by
the Collateral Agent (but only, in the case of Dividend Proceeds, during the
continuance of an Event of Default), be paid over to the Collateral Agent as
Collateral in the same form as received (with any necessary endorsement). 
After all Events of Default have been cured, the Collateral Agent's right to
retain Dividend Proceeds under this Section 7(a)
shall cease and the Collateral Agent shall pay over to Pledgor any such
Collateral consisting of Dividend Proceeds retained by it during the
continuance of any such Event of Default.

              (b)   Notwithstanding Section 7(a), upon receipt of any Extraordinary Dividend, the
Collateral Agent shall deliver (and Pledgor hereby irrevocably instructs the
Collateral Agent to deliver in satisfaction of Pledgor's obligation to pay or
deliver the cash and/or other property distributed in such Extraordinary
Dividend to Secured Party pursuant to Section 6.01(a)(B) of the Stock Purchase
Agreement) to Secured Party the cash and/or other property distributed in such
Extraordinary Dividend.



              (c)   Unless an Event of Default shall have
occurred and be continuing, Pledgor shall have the right, from time to time, to
vote and to give consents, ratifications and waivers with respect to the
Collateral (other than any Collateral that has been rehypothecated by the
Collateral Agent), and the Collateral Agent shall, upon receiving a written
request from Pledgor accompanied by a certificate of an Authorized Officer of
Pledgor stating that no Event of Default shall have occurred and be continuing,
deliver to Pledgor or as specified in such request such proxies, powers of
attorney, consents, ratifications and waivers in respect of any of the
Collateral that is registered, or held through a securities intermediary, in the
name of the Collateral Agent or its nominee as shall be specified in such
request and shall be in form and substance satisfactory to the Collateral
Agent; provided, however, that (i) the Collateral Agent shall only be
required to deliver such proxies, powers of attorneys, consents, ratifications
and waivers as have actually been received by it in respect of the Collateral
and (ii) the Collateral Agent shall only be required to make such deliveries as
quickly as reasonably practicable after its receipt of the relevant documents
and the written request.



              (d)   If an Event of Default shall have
occurred and be continuing, the Collateral Agent shall have the right, to the
extent permitted by law, and Pledgor shall take all such action as may be necessary
or appropriate to give effect to such right, to vote and to give consents,
ratifications and waivers, and to take any other action with respect to any or
all of the Collateral with the same force and effect as if the Collateral Agent
were the absolute and sole owner thereof.



Section 8.   Remedies upon Events of Default.  (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may
exercise on behalf of Secured Party all the rights of a secured party under the
Uniform Commercial Code (whether or not in effect in the jurisdiction where
such rights are exercised) and, in addition, without being required to give any
notice, except as herein provided or as may be required by mandatory provisions
of law, shall:  (i) deliver all Collateral consisting of shares of Common Stock
that are Class A Free Stock or Class B Free Stock (but not in excess of the
number thereof deliverable with respect to all Tranches that have been
accelerated under the Stock Purchase Agreement at such time) to an affiliate of
Secured Party designated by Secured Party on the date of each Acceleration
Amount Notice for such Tranches relating to such Event of Default (the "Default
Settlement Date") in satisfaction of Pledgor's obligations to deliver Free
Stock for such Tranches under the Stock Purchase Agreement, whereupon such
affiliate shall hold such shares of Common Stock absolutely and free from any
claim or right of whatsoever kind, including any equity or right of redemption
of Pledgor that may be waived or any other right or claim of Pledgor, and
Pledgor, to the extent permitted by law, hereby specifically waives all rights
of redemption, stay or appraisal that Pledgor has or may have under any law now
existing or hereafter adopted; and (ii) if such delivery shall be insufficient
to satisfy in full all of the obligations of Pledgor with respect to all
Tranches that have been accelerated under the Stock Purchase Agreement or
hereunder, sell all of the remaining Collateral, or such lesser portion thereof
as may be necessary to generate proceeds sufficient to satisfy in full all of
the obligations of Pledgor with respect to all Tranches that have been
accelerated under the Stock Purchase Agreement or hereunder, at public or
private sale or at any broker's board or on any securities exchange, for cash,
upon credit or for future delivery, and at such price or prices as the
Collateral Agent may deem satisfactory.  Pledgor covenants and agrees that
Pledgor will execute and deliver such documents and take such other action as
the Collateral Agent deems necessary or advisable in order that any such sale
may be made in compliance with law.  Upon any such sale the Collateral Agent
shall have the right to deliver, assign and transfer to the buyer thereof the
Collateral so sold.  Each buyer at any such sale shall hold the Collateral so
sold absolutely and free from any claim or right of whatsoever kind, including
any equity or right of redemption of Pledgor that may be waived or any other
right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby
specifically waives all rights of redemption, stay or appraisal that Pledgor
has or may have under any law now existing or hereafter adopted.  The notice
(if any) of such sale required by Section 9-611 of the UCC shall (1) in case of
a public sale, state the time and place fixed for such sale, (2) in case of
sale at a broker's board or on a securities exchange, state the board or
exchange at which such sale is to be made and the day on which the Collateral,
or the portion thereof so being sold, will first be offered for sale at such
board or exchange, and (3) in the case of a private sale, state the day after
which such sale may be consummated.  Any such public sale shall be held at such
time or times within ordinary business hours and at such place or places as the
Collateral Agent may fix in the notice of such sale.  At any such sale the
Collateral may be sold in one lot as an entirety or in separate parcels, as the
Collateral Agent may determine.  The Collateral Agent shall not be obligated to
make any such sale pursuant to any such notice.  The Collateral Agent may,
without notice or publication, adjourn any public or private sale or cause the
same to be adjourned from time to time by announcement at the time and place
fixed for the sale, and such sale may be made at any time or place to which the
same may be so adjourned.  In case of any sale of all or any part of the
Collateral on credit or for future delivery, the Collateral so sold may be
retained by the Collateral Agent until the selling price is paid by the buyer
thereof, but the Collateral Agent shall not incur any liability in case of the
failure of such buyer to take up and pay for the Collateral so sold and, in
case of any such failure, such Collateral may again be sold upon like notice. 
The Collateral Agent, instead of exercising the power of sale herein conferred
upon it, may proceed by a suit or suits at law or in equity to foreclose the
Security Interests and sell the Collateral, or any portion thereof, under a
judgment or decree of a court or courts of competent jurisdiction. 

              (b)   Pledgor hereby irrevocably appoints the
Collateral Agent Pledgor's true and lawful attorney, with full power of
substitution, in the name of Pledgor, the Collateral Agent or Secured Party or
otherwise, for the sole use and benefit of the Collateral Agent and Secured
Party, but at the expense of Pledgor, to the extent permitted by law, to
exercise, at any time and from time to time while an Event of Default has
occurred and is continuing, all or any of the following powers with respect to
all or any of the Collateral:



               (i)   to demand, sue for, collect, receive
and give acquittance for any and all monies due or to become due upon or by
virtue thereof,



              (ii)   to settle, compromise, compound,
prosecute or defend any action or proceeding with respect thereto,



             (iii)   to sell, transfer, assign or otherwise
deal in or with the same or the proceeds or avails thereof, as fully and
effectually as if the Collateral Agent were the absolute owner thereof
(including, without limitation, the giving of instructions and entitlement
orders in respect thereof), and



             (iv)   to extend the time of payment of any or
all thereof and to make any allowance and other adjustments with reference
thereto;



provided that the Collateral Agent shall give Pledgor
not less than one day's prior written notice of the time and place of any sale
or other intended disposition of any of the Collateral, except any Collateral
that threatens to decline speedily in value, including, without limitation,
equity securities, or is of a type customarily sold on a recognized market. 
The Collateral Agent and Pledgor agree that such notice constitutes "reasonable
authenticated notification" within the meaning of Section 9-611 of the UCC.

              (c)    Upon any delivery or sale of all or
any part of any Collateral made either under the power of delivery or sale given
hereunder or under judgment or decree in any judicial proceedings for
foreclosure or otherwise for the enforcement of this Agreement, the Collateral
Agent is hereby irrevocably appointed the true and lawful attorney of Pledgor,
in the name and stead of Pledgor, to make all necessary deeds, bills of sale,
instruments of assignment, transfer or conveyance of the property, and all
instructions and entitlement orders in respect of the property thus delivered
or sold.  For that purpose the Collateral Agent may execute all such documents,
instruments, instructions and entitlement orders.  This power of attorney shall
be deemed coupled with an interest, and Pledgor hereby ratifies and confirms
that which Pledgor's attorney acting under such power, or such attorney's
successors or agents, shall lawfully do by virtue of this Agreement.  If so
requested by the Collateral Agent, by Secured Party or by any buyer of the
Collateral or a portion thereof, Pledgor shall further ratify and confirm any
such delivery or sale by executing and delivering to the Collateral Agent, to
Secured Party or to such buyer or buyers at the expense of Pledgor all proper
deeds, bills of sale, instruments of assignment, conveyance or transfer,
releases, instructions and entitlement orders as may be designated in any such
request.



              (d)   In the case of an Event of Default, the
Collateral Agent may proceed to realize upon the security interest in the
Collateral against any one or more of the types of Collateral, at any time, as
the Collateral Agent shall determine in its sole discretion subject to the
foregoing provisions of this Section 8.  The
proceeds of any sale of, or other realization upon, or other receipt from, any
of the Collateral shall be applied by the Collateral Agent in the following
order of priorities:



first, to the payment to the Collateral Agent of the
expenses of such sale or other realization, including reasonable compensation
to the Collateral Agent and its agents and counsel, and all expenses,
liabilities and advances incurred or made by the Collateral Agent in connection
therewith, including brokerage fees in connection with the sale by the
Collateral Agent of any Collateral;

second, to the payment to Secured Party of an amount
equal to sum of the market values of the number of shares of Common Stock on
the respective Acceleration Date for each Tranche that has been accelerated
under the Stock Purchase Agreement equal, in the case of each such Tranche, to
(i) the number of shares of Common Stock required to be delivered on the
Default Settlement Date for such Tranche under Section 7.01 of the Stock
Purchase Agreement without giving effect to the proviso in such Section 7.01
minus (ii) the number of shares of Common Stock delivered on the Default
Settlement Date for such Tranche by the Collateral Agent to Secured Party as
described in Section 8(a); and

finally, if all of the obligations of Pledgor
hereunder and for each Tranche under the Stock Purchase Agreement have been
fully discharged or sufficient funds have been set aside by the Collateral
Agent at the request of Pledgor for the discharge thereof, any remaining
proceeds shall be released to Pledgor.

              (e)   Pledgor recognizes that Secured Party
may not choose to effect a public sale of all or a part of the Collateral by
reason of certain prohibitions contained (x) in the Securities Act of
1933, as amended, as now or hereafter in effect, or (y) in applicable Blue
Sky or other state securities laws, as now or hereafter in effect, and may
resort to one or more private sales to a restricted group of purchasers who
will be obliged to agree, among other things, to acquire such Collateral for
their own account, for investment and not with a view to the distribution or
resale thereof.  Pledgor agrees that private sales so made may be at prices and
other terms less favorable to the seller than if such Collateral were sold at
public sales, and that Secured Party has no obligation to delay sale of any
such Collateral for the period of time necessary to permit the issuer of such
Collateral, even if such issuer would agree, to register such Collateral for
public sale under such applicable securities laws.  The Pledgor agrees that
private sales made under the foregoing circumstances shall be deemed to have
been made in a commercially reasonable manner.



Section 9.   The Collateral Agent.  (a) Secured Party hereby irrevocably
appoints and authorizes the Collateral Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to
the Collateral Agent by the terms hereof, together with all such powers as are
reasonably incidental thereto.

              (b)   The obligations of the Collateral Agent
hereunder are only those expressly set forth in this Agreement.



              (c)   The Collateral Agent may consult with
legal counsel, independent public accountants and other experts selected by it
and shall not be liable for any action taken or omitted to be taken by it in
good faith in accordance with the advice of such counsel, accountants or
experts.



              (d)   Neither the Collateral Agent nor any of
its directors, officers, agents or employees shall be liable for any action
taken or not taken by it in connection with this Agreement (1) with the consent
or at the request of Secured Party or (2) in the absence of its own gross
negligence or willful misconduct.  The Collateral Agent shall not incur any
liability by acting in reliance upon any notice, consent, certificate,
statement or other writing (which may be a bank wire, telex or similar writing)
believed by it to be genuine or to be signed by the proper party or parties.



              (e)   Pledgor shall indemnify the Collateral
Agent against any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from the
Collateral Agent's gross negligence or willful misconduct) that the Collateral
Agent may suffer or incur in connection with this Agreement or any action taken
or omitted by the Collateral Agent hereunder. 



               (f)   Beyond the exercise of reasonable care
in the custody thereof, the Collateral Agent shall have no duty as to any
Collateral in its possession or control or in the possession or control of any
agent, bailee, clearing corporation or securities intermediary or any income
thereon or as to the preservation of rights against prior parties or any other
rights pertaining thereto.  The Collateral Agent shall be deemed to have
exercised reasonable care in the custody and preservation of the Collateral if
the Collateral is accorded treatment substantially equal to that which it
accords its own property, and shall not be liable or responsible for any loss
or damage to any of the Collateral, or for any diminution in the value thereof,
by reason of the act or omission of any agent, bailee, clearing corporation or
securities intermediary selected by the Collateral Agent in good faith (or
selected by an agent, bailee, clearing corporation or securities intermediary
so selected by the Collateral Agent or by any agent, bailee, clearing
corporation or securities intermediary selected in accordance with this
parenthetical phrase).



              (g)   Any corporation or association into
which the Collateral Agent may be converted or merged, or with which it may be
consolidated, or to which it may sell or transfer its agency business and
assets as a whole or substantially as a whole, or any corporation or
association resulting from any such conversion, sale, merger, consolidation or
transfer to which it is a party, shall, subject to the prior written consent of
Secured Party, be and become a successor Collateral Agent hereunder and vested
with all of the title to the Collateral and all of the powers, discretions,
immunities, privileges and other matters as was its predecessor without, except
as provided above, the execution or filing of any instrument or any further
act, deed or conveyance on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.



Section 10.   Miscellaneous.  (a) Whenever any of the parties
hereto is referred to, such reference shall be deemed to include the successors
and assigns of such party.  All the covenants and agreements herein contained
by or on behalf of Pledgor and the Collateral Agent shall bind, and inure to
the benefit of, their respective successors and assigns whether so expressed or
not, and shall be enforceable by and inure to the benefit of Secured Party and
its successors and assigns. Any securities intermediary that executes a Control
Agreement and its successors and assigns shall be entitled to rely on the
consent and agreement of Pledgor in Section 6(c)
as if such consent had been given directly to, and such agreement had been made
directly with, such securities intermediary.

              (b)   To the extent permitted by law, the
unenforceability or invalidity of any provision or provisions of this Agreement
shall not render any other provision or provisions herein contained
unenforceable or invalid.



              (c)   Any provision of this Agreement may be
amended or waived if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by Pledgor, the Collateral Agent and
Secured Party or, in the case of a waiver, by the party against whom the waiver
is to be effective.  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.



              (d)   All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard forms of telecommunication.  Notices to
Pledgor shall be directed to Pledgor at TLP Investment, L.P., c/o Erwin and
Company, P.A., 6311 Ranch Drive, Little Rock, AR 72223, Telecopy No.
501-868-7750, Attention: Harry C. Erwin, III; notices to the Collateral Agent
shall be directed to it at JPMorgan Chase Bank, 345 Park Avenue, 4th Floor, New
York, NY 10154,  Attention: Credit ‑ Steven Sonnick, Telephone No. 212‑464‑2993,
Telecopy No. 212‑464‑0906; notices to Secured Party shall be
directed to it at JPMorgan Chase Bank, 277 Park Avenue, 11th Floor,
New York, New York 10172, Attention: Equity Derivative Group ‑ Private
Banking Group/Adam Green, Telephone No. 212‑622‑5248, Telecopy No.
212‑622‑0076, with a copy to JPMorgan Chase Bank, 277 Park Avenue,
11th Floor, New York, New York 10172, Attention: Equity Derivative Group ‑
Documentation/Walter Rodstrom, Telephone No. 212‑622‑5713, Telecopy
No. 212‑622‑0154.



              (e)   THIS AGREEMENT SHALL IN ALL RESPECTS
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK (WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE); provided that as to Pledged
Items located in any jurisdiction other than the State of New York, the
Collateral Agent on behalf of Secured Party shall have, in addition to any
rights under the laws of the State of New York, all of the rights to which a
secured party is entitled under the laws of such other jurisdiction.  The
parties hereto hereby agree that the Collateral Agent's jurisdiction, within
the meaning of Section 8-110(e) of the UCC, insofar as it acts as a securities
intermediary hereunder or in respect hereof, is the State of  New York.


                (f)   Each party hereby
irrevocably and unconditionally submits to the non-exclusive jurisdiction of
the Federal and state courts located in the Borough of Manhattan in the City of
New York in any suit or proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby.

                (g)   Each party hereby
irrevocably and unconditionally waives any and all right to trial by jury in
any legal proceeding arising out of or related to this Agreement or the
transactions contemplated hereby.



              (h)   This Agreement may be executed,
acknowledged and delivered in any number of counterparts, and all such
counterparts taken together shall be deemed to constitute one and the same
agreement.



Section 11.  Set-off.  The parties
hereto acknowledge and agree that each of them may elect to set-off any or all
of its obligations to the other party under any agreement to which the parties
hereto are parties against any or all of its rights to obtain performance from
such other party under any other agreement to which such parties are party.

Section 12.  Termination of
Pledge Agreement.  This
Agreement and the rights hereby granted by Pledgor in the Collateral shall
cease, terminate and be void upon fulfillment of all of the obligations of
Pledgor for each Tranche under the Stock Purchase Agreement and hereunder.  Any
Collateral remaining at the time of such termination shall be fully released
and discharged from the Security Interests and delivered to Pledgor by the
Collateral Agent, all at the request and expense of Pledgor.

Section 13.   Assignment.  Neither Secured
Party nor Pledgor may assign its rights or delegate its obligations under this Agreement,
except with the prior written consent of the other parties hereto, and any
purported assignment or delegation without such prior written consent shall be
void and of no effect; provided that, notwithstanding any other
provision of this Agreement or the Stock Purchase Agreement to the contrary
requiring Secured Party to purchase, sell, receive or deliver any shares of
Common Stock or other securities to or from Pledgor, Secured Party may
designate any of its affiliates to purchase, sell, receive or deliver such
shares or other securities or otherwise to perform Secured Party's obligations
in respect of the transactions contemplated hereunder and for each Tranche
under the Stock Purchase Agreement and any such designee may assume such
obligations, and Secured Party shall be discharged of its obligations to
Pledgor to the extent of any such performance and Secured Party may otherwise,
from time to time, without Pledgor's consent, assign any or all of its rights
and delegate any or all of its obligations hereunder to any of its affiliates.

 
IN WITNESS
WHEREOF, the parties have signed this Agreement as of the date and year first
above written.

PLEDGOR:



TLP INVESTMENT, L.P.



By: TLPCRT, LLC, its general
partner





By: /S/ HARRY C. ERWIN, III          


                                                            Name:  Harry
C. Erwin, III

                                                            Title:
    Manager







 







COLLATERAL AGENT:



JPMORGAN CHASE BANK, as Collateral Agent





By:       /S/ MARK  DENTON             


Name:  Mark Denton

Title:     Senior Vice President







 







SECURED PARTY:



JPMORGAN CHASE BANK





By:       /S/ MARK  DENTON             


Name:  Mark Denton

Title:     Senior Vice President

 
EXHIBIT A



CERTIFICATE FOR
ADDITIONAL COLLATERAL



The
undersigned, [a __________________ of] TLP INVESTMENT, L.P., ("Pledgor"),
hereby certifies, pursuant to Section 6(b) of the Pledge Agreement, dated as of
February 19, 2004, among Pledgor, JPMorgan Chase Bank, as Collateral Agent, and
JPMorgan Chase Bank, as Secured Party (the "Pledge Agreement"; terms
defined in the Pledge Agreement being used herein as defined therein), that:

               i).   Pledgor is delivering, or causing to
be delivered in accordance with Section 6(c) of the Pledge Agreement, the
following securities (or security entitlements in respect thereof) to the
Collateral Agent to be held by the Collateral Agent as additional Collateral
(the "Additional Collateral"):



              ii).   Pledgor hereby represents and warrants
to the Collateral Agent that the Additional Collateral is Eligible Collateral
and that the representations and warranties contained in Sections 3(a), 3(b),
3(c) and 3(d) of the Pledge Agreement are true and correct with respect to the
Additional Collateral on and as of the date hereof. 



This
Certificate may be relied upon by Secured Party as fully and to the same extent
as if this Certificate had been specifically addressed to Secured Party.

IN WITNESS
WHEREOF, the undersigned has executed this Certificate this [___] day of
[________], 20[__].







By:                                               


Name:

Title:     

 
EXHIBIT B

 

List of Locations pursuant to Section 3(g):



1.  State of Delaware



 



 



 



 



 



 



 



 



 



 



 



Exhibit F

 PRICING SCHEDULE -
TRANCHE No. 1

 



JPMorgan Chase Bank

277 Park Avenue, 11th
Floor

New York, New York 10172

February 25, 2004



TLP Investment, L.P.

c/o Erwin and Company, P.A.

6311 Ranch Drive

Little Rock, AR 72223





Ladies and Gentlemen:



This Pricing Schedule is a Pricing Schedule
within the meaning of Section 2.02(c) of the Stock
Purchase Agreement dated as of February 19, 2004 (the "Stock Purchase
Agreement") between TLP Investment, L.P. ("Seller") and JPMorgan
Chase Bank ("Buyer"), by J.P. Morgan Securities Inc., as its agent. 
Capitalized terms used herein have the meanings set forth in the Stock Purchase
Agreement.



This Pricing Schedule relates to
Tranche No. 1.  Upon the terms and subject to the conditions of the Stock
Purchase Agreement, the Terms of Tranche with respect to Tranche No. 1 shall be
as follows:



1.  Designation of Tranche: Tranche No. 1.

2.  Purchase Price:13,602,400.



3.  Payment Date: March 1, 2004.



4.  Initial Share Price: $15.4544.



5.  Initial Short Position: 810,000.



6.  Hedged Value: $15.4544.



7.  Upside Limit: $18.5453.



8.  Base Amount: 1,000,000.

9. The Last Day of Hedging
Period: February 25, 2004.



Very truly yours,



JPMORGAN CHASE BANK, by J.P.

MORGAN SECURITIES INC., as

its Agent







By:       /S/ KIRT RASMUSSEN        


Name:  Kirt Rasmussen

Title:     Senior Vice President







Acknowledged and Confirmed:



TLP INVESTMENT, L.P.



By: TLPCRT, LLC, its general partner





By:       /S/ HARRY C. ERWIN, III          


            Name:  Harry C. Erwin, III

            Title:     Manager





 





 





 




EXHIBIT G

 

PRICING SCHEDULE -
TRANCHE No. 2

 



JPMorgan Chase Bank

277 Park Avenue, 11th
Floor

New York, New York 10172

February 25, 2004



TLP Investment, L.P.

c/o Erwin and Company, P.A.

6311 Ranch Drive

Little Rock, AR 72223





Ladies and Gentlemen:



This Pricing Schedule is a Pricing
Schedule within the meaning of Section 2.02(c) of
the Stock Purchase Agreement dated as of February 19, 2004 (the "Stock Purchase Agreement") between TLP Investment, L.P. ("Seller") and
JPMorgan Chase Bank ("Buyer"), by J.P. Morgan Securities Inc., as its
agent.  Capitalized terms used herein have the meanings set forth in the Stock
Purchase Agreement.



This Pricing Schedule relates to
Tranche No. 2.  Upon the terms and subject to the conditions of the Stock
Purchase Agreement, the Terms of Tranche with respect to Tranche No. 2 shall be
as follows:



1.  Designation of Tranche: Tranche No. 2.

2.  Purchase Price:13,602,400.



3.  Payment Date: March 1, 2004.



4.  Initial Share Price: $15.4544.



5.  Initial Short Position: 810,000.



6.  Hedged Value: $15.4544.



7.  Upside Limit: $18.5453.



8.  Base Amount: 1,000,000.

9. The Last Day of Hedging
Period: February 25, 2004.



Very
truly yours,



JPMORGAN CHASE BANK, by J.P.

MORGAN SECURITIES INC., as its Agent





By:       /S/ KIRT RASMUSSEN                    


Name:  Kirt Rasmussen

Title:     Senior Vice President





Acknowledged and Confirmed:



TLP INVESTMENT, L.P.



By: TLPCRT, LLC, its general partner





By:       /S/ HARRY C. ERWIN, III          


            Name:  Harry C. Erwin, III

            Title:     Manager





 





 





 





 





 




EXHIBIT H

 




 
  
  
Confirmation of Prepaid Variable Share Forward
  
  

  
Merrill Lynch, Pierce,
  Fenner & Smith Incorporated

  4 World Financial Center, 5th
  Floor

  New York, NY  10080
  
 




Dated:
February 25, 2004                                                                                                    MLPFS
Ref.: 048765



To:                                          Tlpcrt,
L.P. ("Counterparty")

6311 Ranch Dr

Little Rock, AR  72223



cc:                                           John
Betterman

E-mail:
John_J_Betterman@ml.com



From:                                      Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS")

Tel:
(212) 449-8675

Fax:
(646) 805-2780

__________________________________________________________________________________________



Dear Sir/Madam:



The
purpose of this letter agreement (this "Confirmation") is to confirm the terms
and conditions of the above referenced transaction entered into between
Counterparty and MLPFS, on the Trade Date specified below (the
"Transaction"). This Confirmation constitutes a "Confirmation" as referred to
in the Master Agreement specified below.



The
definitions and provisions contained in the 2000 ISDA Definitions (the "Swap
Definitions") and the 2002 ISDA Equity Derivatives Definitions (the "Equity
Definitions" and together with the Swap Definitions, the "Definitions") in each
case as published by the International Swaps and Derivatives Association, Inc.,
are incorporated into this Confirmation.  In the event of any inconsistency
between the Swap Definitions and the Equity Definitions, the Equity Definitions
will govern and in the event of any inconsistency between the Definitions and
this Confirmation, this Confirmation will govern.



This
Confirmation supplements, forms part of, and is subject to, the Master
Agreement (including the Schedule thereto and the Credit Support Annex
incorporated therein), dated as of October 9, 2001 as amended and supplemented
from time to time (the "Agreement"), between you and us. All provisions
contained in the Agreement govern this Confirmation except as expressly
modified below.



The terms of the particular
Transaction to which this Confirmation relates are as follows:



General Terms:



Trade Date:                                                        
February 25, 2004



Seller:                                                                
Counterparty



Buyer:                                                                
MLPFS



Shares:                                                               
The common stock of Tyson Foods, Inc. (security symbol: TSN)



Number of
Shares:                                             
1,000,000



Forward Price:                                                   
The Settlement Price, subject to the Forward Floor Price and the Forward Cap
Price.



Prepayment
Amount:                                           USD
13,799,600.00



Prepayment Date:                                                March 1, 2004



Forward Floor Price:                                           USD
15.4544



Forward Cap Price:                                             USD
18.5452



Exchange:                                                            New York Stock
Exchange



Related Exchange:                                               All
Exchanges



Valuation:



Valuation Time:                                             The
Scheduled Closing Time of the Exchange.



Valuation Date:                                             June 22, 2005



Settlement
Terms:



Settlement Method Election:                          Applicable



Electing Party:                                               Seller



Settlement Method Election Date:                 On
or before the date that is ten (10) Scheduled Trading Days prior to the
Valuation Date.



Default Settlement Method:                           Physical
Settlement, if Conditions to Physical Settlement are satisfied.



Cash
Settlement Provisions:



Settlement Price:                                      The
price per Share as of the Valuation Time on the Valuation Date in accordance
with Section

                7.3 of the Equity Definitions.



Forward Cash Settlement

Amount:                                                   An
amount determined by the Calculation Agent equal to the product of the Number
of Shares

                multiplied by one of the following, as the case may be:



                (i)                  
if the Settlement Price
is less than or equal to the Forward Floor Price:

the Settlement
Price,



              
(ii)                
if the Settlement Price
is greater than the Forward Floor Price but less than or equal to the Forward
Cap Price:

the Forward Floor
Price; or



                (iii)               
if the Settlement Price
is greater than the Forward Cap Price:



[Forward Floor Price + (Settlement Price -
Forward Cap Price)]



Cash SettlementPayment Date:                                      Three
(3) Exchange Business Days following the Valuation Date.



Settlement Currency:                           USD



Physical Settlement Provisions:



Settlement Date:                                   Three
(3) Exchange Business Days following the Valuation Date.



Number of Shares

to be Delivered:                                    An
amount determined by the Calculation Agent equal to the following, as the case
may be:



                    (i)                  
if the Settlement Price
is less than or equal to the Forward Floor Price:

the Number of Shares,



                    (ii)                
if the Settlement Price
is greater than the Forward Floor Price but less than or equal to the Forward
Cap Price, the product of (a) the Number of Shares multiplied by
(b) the following fraction:




Forward Floor Price; or

Settlement Price



                  (iii)               
if the Settlement Price
is greater than the Forward Cap Price the product of (a) the Number of
Shares multiplied by (b) the following fraction:




Forward Floor Price + (Settlement Price - Forward Cap Price)

Settlement Price

Conditions to Physical

Settlement:                                  Notwithstanding anything contained herein to the
contrary, unless all of the provisions in Section 9.11 of the Equity
Definitions are satisfied, as determined by the Calculation Agent, Cash
Settlement shall apply to this Transaction.



Physical Settlement Fees and 

Expenses:                                    Counterparty
will pay to MLPFS a Physical Settlement Fee on the Settlement Date equal to any
fees, commissions or markdowns that MLPFS would receive or charge if
Counterparty were selling the Shares for cash to or through MLPFS, as
determined by MLPFS.



Dividends:



Notwithstanding anything to the contrary in Article 10
of the Equity Definitions, Seller shall pay to the Buyer the Dividend Amount on
the Dividend Payment Date.



Dividend Payment Amount:                 The product of: (i) the
difference between the per Share dividend declared by the Issuer whose
ex-dividend date falls from (and including) the Trade Date to (and including)
the Termination Date, (the "Dividend"), and USD 0.04; and (ii) the
Number of Shares, provided that if an ex-dividend date occurs with respect to
the Shares on or before the Termination Date, and no corresponding dividend
payments have been received by shareholders of record of the Shares on or
before such date, then the dividends to which such ex-dividend date relates
shall be deemed to be Dividends for purposes hereof.



If the Dividend Payment Amount is a positive number
then Counterparty shall pay to ML the Dividend Payment Amount on the Dividend
Payment Date.



Dividend Period:                                   The
period from but excluding the Trade Date to and including the Valuation Date.



Dividend Payment
Date:                        Paid when received by a U.S. shareholder of record.





Share Adjustments:



Method of Adjustment:                         Calculation
Agent Adjustment



Extraordinary Events:



Consequences
of Merger Events:



Share-for-Share:                            Modified
Calculation Agent Adjustment



Share-for-Other:                            Cancellation
and Payment



Share-for-Combined:                     Component
Adjustment



Determining Party:                                The
Calculation Agent



Tender Offer:                                                Applicable



Consequences
of Tender Offers:



Share-for-Share:                            Modified
Calculation Agent Adjustment



Share-for-Other:                            Cancellation
and Payment



Share-for-Combined:                     Component
Adjustment



Determining Party:                                The
Calculation Agent



Nationalization, Insolvency or
Delisting:    Cancellation and Payment; provided that in addition
to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall
also constitute a Delisting if the Exchange is located in the United States and
the Shares are not immediately re-listed, re-traded or re-quoted on any of the
New York Stock Exchange, the American Stock Exchange or NASDAQ (or their
respective successors).



Determining Party:                                 The
Calculation Agent



Additional Disruption
Events:



Change in Law:                                     Applicable;
provided that the following shall be added to the definition of Change in Law
in Section 12.9(a)(ii) of the Equity Definitions after "under" and before
"such" in the eighth line thereof:

"or in initially hedging, maintaining a hedge on, or
unwinding a hedge in respect of"



Failure to Deliver:                                  Applicable



Insolvency Filing:                                   Applicable



Loss of Stock Borrow:                          Applicable



Maximum Stock

Loan Rate:                                      3.00%



Increased Cost of Stock Borrow:          Applicable



Initial Stock

Loan Rate:                                     1.00%;
provided that (i) any Price Adjustment will be made to reflect the change in
the stock loan rate from the Trade Date Stock Loan Rate, not the Initial Stock
Loan Rate, and (ii) paragraph 12.9(b)(v) of the Equity Definitions shall be
amended by substituting "Trade Date Stock Loan Rate" for "Initial Stock Loan
Rate" in subparagraphs (X) and (Y).



Trade
Date Stock Loan Rate means 0.40%.



Determining Party:                                 The
Calculation Agent



For the purposes of Loss of Stock Borrow and Increased
Cost of Stock Borrow, the Stock Loan Rate at any time shall be the amount equal
to the relevant overnight USD-LIBOR-BBA rate, less the interest rate received
by the Hedging Party, or plus the interest rate paid by the Hedging Party, as
the case may be, in respect of cash collateral that the Hedging Party is
required to post in connection with any stock loan arrangement with a stock lender
for this Transaction ("Stock Loan"), plus the borrow fee, if any, under the
Stock Loan.



The Hedging Party in respect of this Transaction shall
be MLPFS.



Additional Termination Event:                     On any
Business Day, MLPFS may elect to terminate this Transaction in the event it is
no longer able to borrow (or maintain a borrowing of) Shares equal to the
Number of Shares or any portion of the Number of Shares without payment of any
borrow fee (a "Loss of Borrow Event"); provided that MLPFS has given
Counterparty at least three (3) Business Days notice thereof (the "Notice
Period"); provided further that if during the Notice Period,
Counterparty, either directly or indirectly, provides for a loan of such Shares
upon terms consistent with then-applicable law, then MLPFS will use reasonable
efforts to enter into a stock loan or similar agreement and if such an
agreement is executed and for so long as such Shares, so borrowed, MLPFS shall
have no right to terminate this Transaction on account of such Loss of Borrow Event.

Calculation Agent:                                         MLPFS



Non-Reliance:                                                Applicable



Agreements and Acknowledgments

Regarding Hedging Activities:                      Applicable



Additional
Acknowledgements:                     Applicable



Eligible Contract Participant:                      Each party represents to the other party that it is an
"eligible contract participant" as defined in the U.S. Commodity Exchange Act
(as amended).



Governing Law:                                              The laws of the State of New York
(without reference to choice of law doctrine).



Collateral:



Independent Amount:    Independent
Amount with respect to Counterparty and this Transaction under the Credit
Support Annex which forms part of the Agreement (the "CSA") means Shares in an
amount equal to the Number of Shares (the "Pledged Shares").



Eligible Collateral:         The
Pledged Shares will constitute Eligible Collateral with respect to this
Transaction with a Valuation Percentage of 100%.



Exposure:                      This
Transaction will be disregarded for purposes of determining the Secured Party's
Exposure under the CSA.



Representations of

Counterparty:                       In addition to the acknowledgments and agreements
contained in Article 13 of the Equity Definitions, Counterparty represents that
it (a) has such knowledge and experience in financial and business affairs as
to be capable of evaluating the merits and risks of entering into the
Transaction; (b) qualifies as an "accredited investor" under Regulation D of
the Securities Act of 1933, as amended (the "Securities Act"); (c) has
consulted with its own legal, financial, accounting and tax advisors in
connection with the Transaction; (d) is entering into the Transaction for a
bona fide business purpose to hedge an existing position; (e) acknowledges that
in return for downside protection against a decline in the market price of the
Shares below the Forward Floor Price, Counterparty is foregoing the upside
value of an increase in the market price of the Shares above the Forward Cap
Price; and (f) in exchange for prepayment of the purchase price under the
Transaction, Counterparty agrees to sell (and physically deliver) the Shares to
MLPFS on the Settlement Date (unless Counterparty elects Cash Settlement in the
manner specified herein).



Counterparty has no knowledge of any non-public
material information regarding the Issuer of the Shares.



Counterparty has furnished MLPFS with copies of all
material agreements or contracts to which it is a party, by which it is bound,
or by which the Pledged Shares are bound, that relate to the Pledged Shares.



                       
Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing the copy
of this Confirmation enclosed for that purpose and returning it to us by
facsimile transmission to telecopier no. 646-805-2780.



Very truly yours,



Merrill
Lynch, Pierce, Fenner & Smith Incorporated









By:   /s/ Marcella Vullo                                                      


Name: 
Marcella Vullo

Title:  
  Authorized Signatory





Accepted and confirmed as of
the date first above written,



TLPCRT, L.P.









By:   /s/ Harry C. Erwin,
III                                                 


Name: 
Harry C. Erwin, III

Title:   
Manager

          
TLPCRT, LLC General Partner




EXHIBIT I

 


 
  
  
Confirmation of Prepaid Variable Share Forward
  
  

  
Merrill Lynch, Pierce,
  Fenner & Smith Incorporated

  4 World Financial Center, 5th
  Floor

  New York, NY  10080
  
 




Dated:
February 25, 2004                                                                                                    MLPFS
Ref.: 048766



To:                                          TLP
INVESTMENTS LP ("Counterparty")

Attn: Chuck Erwin

Little Rock, AR  72223



cc:                                           John
Betterman

E-mail:
John_J_Betterman@ml.com



From:                                      Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS")

Tel:
(212) 449-8675

Fax:
(646) 805-2780

__________________________________________________________________________________________



Dear Sir/Madam:



The
purpose of this letter agreement (this "Confirmation") is to confirm the terms
and conditions of the above referenced transaction entered into between
Counterparty and MLPFS, on the Trade Date specified below (the
"Transaction"). This Confirmation constitutes a "Confirmation" as referred to
in the Master Agreement specified below.



The
definitions and provisions contained in the 2000 ISDA Definitions (the "Swap
Definitions") and the 2002 ISDA Equity Derivatives Definitions (the "Equity
Definitions" and together with the Swap Definitions, the "Definitions") in each
case as published by the International Swaps and Derivatives Association, Inc.,
are incorporated into this Confirmation.  In the event of any inconsistency
between the Swap Definitions and the Equity Definitions, the Equity Definitions
will govern and in the event of any inconsistency between the Definitions and
this Confirmation, this Confirmation will govern.



This
Confirmation supplements, forms part of, and is subject to, the Master
Agreement (including the Schedule thereto and the Credit Support Annex
incorporated therein), dated as of December 3, 2001 as amended and supplemented
from time to time (the "Agreement"), between you and us. All provisions contained
in the Agreement govern this Confirmation except as expressly modified below.



The terms of the particular
Transaction to which this Confirmation relates are as follows:



General Terms:



Trade Date:                                                          February 25, 2004



Seller:                                                                   Counterparty



Buyer:                                                                  MLPFS



Shares:                                                                 The
common stock of Tyson Foods, Inc.

                (security
symbol: TSN)



Number of Shares:                                               1,000,000



Forward Price:                                                     The
Settlement Price, subject to the Forward Floor Price and the Forward Cap Price.



Prepayment Amount:                                            USD
13,799,600.00



Prepayment Date:                                                 March 1, 2004



Forward Floor Price:                                            USD
15.4544



Forward Cap Price:                                              USD
18.5452



Exchange:                                                             New York Stock
Exchange



Related Exchange:                                                All
Exchanges



Valuation:



Valuation Time:                                            The
Scheduled Closing Time of the Exchange.



Valuation Date:                                             June 22, 2005



Settlement
Terms:



Settlement Method Election:                         Applicable



Electing Party:                                              Seller



Settlement Method Election Date:                On
or before the date that is ten (10) Scheduled Trading Days prior to the
Valuation Date.



Default Settlement Method:                          Physical
Settlement, if Conditions to Physical Settlement are satisfied.



Cash
Settlement Provisions:



Settlement Price:                                   The
price per Share as of the Valuation Time on the Valuation Date in accordance
with Section 7.3 of the Equity Definitions.



Forward Cash Settlement

Amount:                                                An
amount determined by the Calculation Agent equal to the product of the Number
of Shares multiplied by one of the following, as the case may be:



            (iv)              
if the Settlement Price
is less than or equal to the Forward Floor Price:

the Settlement
Price,



            (v)                
if the Settlement Price
is greater than the Forward Floor Price but less than or equal to the Forward
Cap Price:

the Forward Floor Price; or



            (vi)              
if the Settlement Price
is greater than the Forward Cap Price:



[Forward Floor Price + (Settlement Price -
Forward Cap Price)]



Cash Settlement

Payment Date:                                     Three
(3) Exchange Business Days following the Valuation Date.



Settlement Currency:                            USD



Physical Settlement Provisions:



Settlement Date:                                   Three
(3) Exchange Business Days following the Valuation Date.



Number of Shares

to be Delivered:                                    An
amount determined by the Calculation Agent equal to the following, as the case
may be:



            (iv)              
if the Settlement Price
is less than or equal to the Forward Floor Price:

the Number of Shares,



            (v)                
if the Settlement Price
is greater than the Forward Floor Price but less than or equal to the Forward
Cap Price, the product of (a) the Number of Shares multiplied by
(b) the following fraction:




Forward Floor Price; or

Settlement Price



            (vi)              
if the Settlement Price
is greater than the Forward Cap Price the product of (a) the Number of
Shares multiplied by (b) the following fraction:




Forward Floor Price + (Settlement Price - Forward Cap Price)

Settlement Price

Conditions to Physical

Settlement:                                                   Notwithstanding anything contained herein to the
contrary, unless all of the provisions in Section 9.11 of the Equity
Definitions are satisfied, as determined by the Calculation Agent, Cash
Settlement shall apply to this Transaction.



Physical Settlement Fees and 

Expenses:                                                      Counterparty
will pay to MLPFS a Physical Settlement Fee on the Settlement Date equal to any
fees, commissions or markdowns that MLPFS would receive or charge if
Counterparty were selling the Shares for cash to or through MLPFS, as
determined by MLPFS.





Dividends:



Notwithstanding anything to the contrary in Article 10
of the Equity Definitions, Seller shall pay to the Buyer the Dividend Amount on
the Dividend Payment Date.



Dividend Payment Amount:                              The product of: (i) the
difference between the per Share dividend declared by the Issuer whose
ex-dividend date falls from (and including) the Trade Date to (and including) the
Termination Date, (the "Dividend"), and USD 0.04; and (ii) the Number of
Shares, provided that if an ex-dividend date occurs with respect to the Shares
on or before the Termination Date, and no corresponding dividend payments have
been received by shareholders of record of the Shares on or before such date,
then the dividends to which such ex-dividend date relates shall be deemed to be
Dividends for purposes hereof.



If the Dividend Payment Amount is a positive number
then Counterparty shall pay to ML the Dividend Payment Amount on the Dividend
Payment Date.



Dividend Period:                                                The
period from but excluding the Trade Date to and including the Valuation Date.



Dividend Payment
Date:                                     Paid when received by a U.S. shareholder of record.





Share Adjustments:



Method of Adjustment:                                      Calculation
Agent Adjustment



Extraordinary Events:



Consequences
of Merger Events:



Share-for-Share:                                          Modified
Calculation Agent Adjustment



Share-for-Other:                                          Cancellation
and Payment



Share-for-Combined:                                   Component
Adjustment



Determining Party:                                              The
Calculation Agent



Tender Offer:                                                               Applicable



Consequences
of Tender Offers:



Share-for-Share:                                           Modified
Calculation Agent Adjustment



Share-for-Other:                                           Cancellation
and Payment



Share-for-Combined:                                    Component
Adjustment



Determining Party:                                               The
Calculation Agent



Nationalization, Insolvency or
Delisting:                   Cancellation and Payment; provided that in
addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions,
it shall also constitute a Delisting if the Exchange is located in the United
States and the Shares are not immediately re-listed, re-traded or re-quoted on
any of the New York Stock Exchange, the American Stock Exchange or NASDAQ (or
their respective successors).



Determining Party:                                               The
Calculation Agent



Additional Disruption Events:



Change in Law:                                                     Applicable;
provided that the following shall be added to the definition of Change in Law
in Section 12.9(a)(ii) of the Equity Definitions after "under" and before
"such" in the eighth line thereof:

"or in initially hedging, maintaining a hedge on, or
unwinding a hedge in respect of"



Failure to Deliver:                                                 Applicable



Insolvency Filing:                                                  Applicable



Loss of Stock Borrow:                                         Applicable



Maximum Stock

Loan Rate:                                                     3.00%



Increased Cost of Stock Borrow:                         Applicable



Initial Stock

Loan Rate:                                                     1.00%;
provided that (i) any Price Adjustment will be made to reflect the change in
the stock loan rate from the Trade Date Stock Loan Rate, not the Initial Stock
Loan Rate, and (ii) paragraph 12.9(b)(v) of the Equity Definitions shall be
amended by substituting "Trade Date Stock Loan Rate" for "Initial Stock Loan
Rate" in subparagraphs (X) and (Y).



                Trade
Date Stock Loan Rate means 0.40%.



Determining Party:                                               The
Calculation Agent



For the purposes of Loss of Stock Borrow and Increased
Cost of Stock Borrow, the Stock Loan Rate at any time shall be the amount equal
to the relevant overnight USD-LIBOR-BBA rate, less the interest rate received
by the Hedging Party, or plus the interest rate paid by the Hedging Party, as
the case may be, in respect of cash collateral that the Hedging Party is
required to post in connection with any stock loan arrangement with a stock
lender for this Transaction ("Stock Loan"), plus the borrow fee, if any, under
the Stock Loan.



The Hedging Party in respect of this Transaction shall
be MLPFS.

 

Additional
Termination Event:                                          On any Business Day, MLPFS may elect to terminate this
Transaction in the event it is no longer able to borrow (or maintain a
borrowing of) Shares equal to the Number of Shares or any portion of the Number
of Shares without payment of any borrow fee (a "Loss of Borrow Event"); provided
that MLPFS has given Counterparty at least three (3) Business Days notice
thereof (the "Notice Period"); provided further that if during the
Notice Period, Counterparty, either directly or indirectly, provides for a loan
of such Shares upon terms consistent with then-applicable law, then MLPFS will
use reasonable efforts to enter into a stock loan or similar agreement and if
such an agreement is executed and for so long as such Shares, so borrowed,
MLPFS shall have no right to terminate this Transaction on account of such Loss
of Borrow Event.

Calculation Agent:                                                            MLPFS



Non-Reliance:                                                                   Applicable



Agreements and Acknowledgments

Regarding Hedging Activities:                                         Applicable



Additional Acknowledgements:                                        Applicable



Eligible Contract Participant:                                          Each party represents to the other party that it is an
"eligible contract participant" as defined in the U.S. Commodity Exchange Act
(as amended).



Governing Law:                                                                 The laws of the State of New York
(without reference to choice of law doctrine).



Collateral:



Independent Amount:    Independent
Amount with respect to Counterparty and this Transaction under the Credit
Support Annex which forms part of the Agreement (the "CSA") means Shares in an
amount equal to the Number of Shares (the "Pledged Shares").



Eligible Collateral:         The
Pledged Shares will constitute Eligible Collateral with respect to this
Transaction with a Valuation Percentage of 100%.



Exposure:                      This
Transaction will be disregarded for purposes of determining the Secured Party's
Exposure under the CSA.



Representations of

Counterparty:                       In addition to the acknowledgments and agreements
contained in Article 13 of the Equity Definitions, Counterparty represents that
it (a) has such knowledge and experience in financial and business affairs as
to be capable of evaluating the merits and risks of entering into the
Transaction; (b) qualifies as an "accredited investor" under Regulation D of
the Securities Act of 1933, as amended (the "Securities Act"); (c) has
consulted with its own legal, financial, accounting and tax advisors in
connection with the Transaction; (d) is entering into the Transaction for a
bona fide business purpose to hedge an existing position; (e) acknowledges that
in return for downside protection against a decline in the market price of the
Shares below the Forward Floor Price, Counterparty is foregoing the upside
value of an increase in the market price of the Shares above the Forward Cap
Price; and (f) in exchange for prepayment of the purchase price under the
Transaction, Counterparty agrees to sell (and physically deliver) the Shares to
MLPFS on the Settlement Date (unless Counterparty elects Cash Settlement in the
manner specified herein).



Counterparty has no knowledge of any non-public
material information regarding the Issuer of the Shares.



Counterparty has furnished MLPFS with copies of all
material agreements or contracts to which it is a party, by which it is bound,
or by which the Pledged Shares are bound, that relate to the Pledged Shares.



                       
Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing the copy
of this Confirmation enclosed for that purpose and returning it to us by
facsimile transmission to telecopier no. 646-805-2780.



Very truly yours,



Merrill
Lynch, Pierce, Fenner & Smith Incorporated









By:   /s/ Marcella Vullo                                                          


Name: 
Marcella Vullo

Title:  
Authorized Signatory





Accepted and confirmed as of
the date first above written,



TLP INVESTMENTS LP







By:   /s/ Harry C. Erwin, III                                                 


Name: 
Harry C. Erwin, III

Title:   
Manager

           TLPCRT, LLC General Partner



 




[1]
         Based upon 101,634,548 shares of Class B Stock outstanding, as
reported by the Company in its definitive Proxy Statement for it's Annual
Meeting of Shareholders held February 6, 2004.







[2]
         As noted in Item 1 to this statement, each share of Class B Stock is
presently convertible, at the option of the respective holder thereof, into one
fully paid and non-assessable share of Class A Stock.







[3]
         Certain of the Partnership's general partners beneficially own shares
of the Company's Class A Stock in addition to such general partners interest in
the Partnership.  Such general partners' beneficial ownership of Class A Stock,
as of February 19, 2004, is as follows (including shares subject to presently
exercisable options or options exercisable within 60 days after February 19,
2004):  Don Tyson, 111,614 shares; Leland Tollett, 3,397,197; Barbara Tyson,
166,432 shares; John Tyson, 2,433,685 shares (includes 2,000 shares held by
children of Mr. Tyson for which Mr. Tyson disclaims beneficial ownership); and James
Blair, 300 shares.  Additionally, Don Tyson individually owns 750,000 shares of
Class B Stock.