This AMENDMENT NO. 9, dated as of August 8, 2007 (this “Amendment”) to the Amended and Restated Receivables Transfer Agreement dated as of August 16, 2002, as originally dated October 17, 2001, and as amended through and including the date hereof in accordance with its terms (the “Receivables Transfer Agreement”), by and among TYSON RECEIVABLES CORPORATION, a Delaware corporation, as transferor (in such capacity, the “Transferor”), TYSON FOODS, INC., a Delaware corporation, individually (“Tyson”), as collection agent (in such capacity, the “Collection Agent”) and as guarantor under the Limited Guaranty set forth in Article IX thereto (in such capacity, the “Guarantor”), the several commercial paper conduits parties thereto and their respective permitted successors and assigns (the “CP Conduit Purchasers”, each, individually, a “CP Conduit Purchaser”), the several financial institutions parties thereto as “Committed Purchasers” and their respective permitted successors and assigns (the “Committed Purchasers”, each, individually, a “Committed Purchaser”), the agent bank of each CP Conduit Purchaser and Committed Purchaser and its permitted successor and assign (the “Funding Agent” with respect to such CP Conduit Purchaser and Committed Purchaser), and JPMorgan Chase Bank, N.A., a New York state banking corporation (“JPMorgan”), as administrative agent for the benefit of the CP Conduit Purchasers, the Committed Purchasers and the Funding Agents (in such capacity, the “Administrative Agent”).

WHEREAS, the parties hereto have previously entered into the Receivables Transfer Agreement;

WHEREAS, the parties wish to extend the Facility A Commitment Expiry Date from August 8, 2007 to August 6, 2008;

WHEREAS, the parties wish to extend one component of the Facility B Commitment Expiry Date from August 8, 2009 to August 6, 2010;

WHEREAS, the parties to the Receivables Transfer Agreement wish to amend the Receivables Transfer Agreement pursuant to Section 10.02 of the Receivables Transfer Agreement, subject to the terms and conditions set forth herein;

NOW THEREFORE, for and in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto consent and agree as follows:

SECTION 1. Definitions. Unless otherwise defined in this Amendment, all defined terms used in this Amendment, including the Recitals hereto, shall have the meanings ascribed to such terms in the Receivables Transfer Agreement.

(a) The definition of “C” is the definition of Dilution Reserve Ratio set forth in Schedule A to the Receivables Transfer Agreement is hereby amended and restated in its entirety to read as follows:

“C = (i) 2.0 or (ii) following a downgrade of Tyson’s Index Rating below BB+ or Ba1, respectively, by either S&P or Moody’s, 2.25;”

(b) The definition of Facility A Commitment Expiry Date set forth in Schedule A to the Receivables Transfer Agreement is hereby amended and restated in its entirety to read as follows:

“’Facility A Commitment Expiry Date’ shall initially mean with respect to each Committed Purchaser, August 6, 2008, as extended from time to time with respect to such Committed Purchasers pursuant to Section 2.26 of the Receivables Transfer Agreement.”

(c) Clause (a) of the definition of Facility B Commitment Expiry Date set forth in Schedule A to the Receivables Transfer Agreement is hereby amended and restated in its entirety to read as follows:

(d) The definition of “A” in the definition of Loss Reserve Ratio set forth in Schedule A to the Receivables Transfer Agreement is hereby amended and restated in its entirety to read as follows:

“A = (i) 2.0 or (ii) following a downgrade of Tyson’s Index Rating below BB+ or Ba1, respectively, by either S&P or Moody’s, 2.25;”

(e) The following new definition is hereby added to Schedule A to the Receivables Transfer Agreement in alphabetical order:

“‘Index Rating’ means , as to either S&P or Moody’s, the rating of such rating agency at the time in effect for the credit facility established by the Five-Year Credit Agreement or, if no such rating shall be in effect, the rating of such rating agency at the time in effect for Tyson’s senior, unsecured, non-credit enhanced indebtedness for borrowed money.”

SECTION 3. Amendment to Section 7.01(m). Section 7.01(m) of the Receivables Transfer Agreement is hereby amended and restated in its entirety to read as follows:

“(m) Tyson’s Index Rating is BB- or Ba3 or lower or Tyson is not rated by S&P or Moody’s, respectively; or”

SECTION 4. Waiver. (a) Solely for the purposes of this Amendment, in connection with the extension of the Facility A Commitment Expiry Date, (i) each Committed Purchaser hereby waives the 60 days prior notice requirement applicable to the Transferor as set forth in Section 2.26 of the Receivables Transfer Agreement and (ii) the Transferor, the Administrative Agent and each CP Conduit Purchaser hereby waive the 30 days prior notice requirement applicable to each Committed Purchaser set forth in such section.

(b) The waiver provided for in this Section 4 shall commence on the effectiveness of this Amendment, and except in this instance, but at all times thereafter the Receivables Transfer Agreement shall apply in all respects, and the parties to the Receivables Transfer Agreement shall have all rights and remedies, as if such waiver had never been granted.

SECTION 5. Acknowledgment of Guarantor. The Guarantor hereby acknowledges receipt of and notice of, and consents to the terms of, this Amendment.

SECTION 6. Representations and Warranties. The Transferor represents and warrants to the Administrative Agent, the Funding Agents, the CP Conduit Purchasers and the Committed Purchasers that its representations and warranties set forth in Section 3.01 of the Receivables Transfer Agreement are true and correct in all material respects, in each case as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respect as of such earlier date). Such representations and warranties shall be deemed to have been made under the Receivables Transfer Agreement.

SECTION 7. Counterparts; Conditions to Effectiveness. This Amendment may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. This Amendment will be effective on the date (the “Effective Date”) when:

(i) executed counterparts of this Amendment and the Amended and Restated Fee Letter, between the Transferor, Tyson and the Administrative Agent (the “Amended and Restated Fee Letter”), are delivered by each party hereto to the Administrative Agent;

(ii) the Transferor shall have paid to each Committed Purchaser any fee then due and payable to each Committed Purchaser under the Amended and Restated Fee Letter;

(iii) the Rating Agencies shall have provided the Rating Confirmations in accordance with Section 2.26 of the Receivables Transfer Agreement; and

(iv) the Administrative Agent has received such other documents, instruments, certificates and opinions as the Administrative Agent or any Funding Agent shall reasonably request.

SECTION 8. Agreement in Full Force and Effect. Except as expressly amended hereby, the Receivables Transfer Agreement will continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date of the effectiveness hereof, any reference to the Receivables Transfer Agreement will mean the Receivables Transfer Agreement as amended by this Amendment.

SECTION 9. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 10. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to be duly executed by their respective officers as of the day and year first above written.

	TYSON RECEIVABLES CORPORATION
	As Transferor

	By:	/s/ Dennis Leatherby
	Name:	Dennis Leatherby
	Title:	SVP Finance and Treasurer

	TYSON FOODS, INC. individually, as
	Collection Agent and Guarantor

	By:	/s/ Dennis Leatherby
	Name:	Dennis Leatherby
	Title:	SVP Finance and Treasurer

	JPMORGAN CHASE BANK, N.A.
	(formerly known as The Chase Manhattan
	Bank), as Administrative Agent

	By:	/s/ Cathleen Dettling
	Name:	Cathleen D. Dettling
	Title:	Vice President

	PARK AVENUE RECEIVABLES
	COMPANY, LLC, as CP Conduit Purchaser

	By:	JPMORGAN CHASE BANK, N.A., its
	attorney-in-fact

	By:	/s/ Cathleen Dettling
	Name:	Cathleen D. Dettling
	Title:	Vice President

	JPMORGAN CHASE BANK, N.A.
	(formerly known as The Chase Manhattan
	Bank), as Committed Purchaser for Park
	Avenue Receivables Company, LLC

	By:	/s/ Cathleen Dettling
	Name:	Cathleen D. Dettling
	Title:	Vice President

	JPMORGAN CHASE BANK, N.A.
	(formerly known as The Chase Manhattan
	Bank), as Funding Agent for Park Avenue
	Receivables Company, LLC

	By:	/s/ Cathleen Dettling
	Name:	Cathleen D. Dettling
	Title:	Vice President

	THREE PILLARS FUNDING LLC, as CP
	Conduit Purchaser

	By:	/s/ Doris J. Hearn
	Name:	Doris J. Hearn
	Title:	Vice President

	SUNTRUST BANK, as Committed
	Purchaser for Three Pillars Funding LLC

	By:	/s/ Hugh E. Brown
	Name:	Hugh E. Brown
	Title:	Director

	SUNTRUST ROBINSON HUMPHREY,
	INC., as Funding Agent for Three Pillars
	Funding LLC

	By:	/s/ Michael G. Maza
	Name:	Michael G. Maza
	Title:	Managing Director

	NIEUW AMSTERDAM RECEIVABLES
	CORPORATION, as CP Conduit Purchaser

	By:	/s/ David V. DeAngelis
	Name:	David V. DeAngelis
	Title:	Vice President

	COOPERATIEVE CENTRALE
	RAIFFEISEN-BOERENLEENBANK B.A.,
	"RABOBANK INTERNATIONAL", NEW
	YORK BRANCH, as Committed Purchaser
	for Nieuw Amsterdam Receivables
	Corporation

	By:	/s/ Brett Delfino
	Name:	Brett Delfino
	Title:	Executive Director

	By:	/s/ Christopher Lew
	Name:	Christopher Lew
	Title:	Vice President

	COOPERATIEVE CENTRALE
	RAIFFEISEN-BOERENLEENBANK B.A.,
	"RABOBANK INTERNATIONAL", NEW
	YORK BRANCH, as Funding Agent for
	Nieuw Amsterdam Receivables Corporation


	By:	/s/ Brett Delfino
	Name:	Brett Delfino
	Title:	Executive Director

	By:	/s/ Christopher Lew
	Name:	Christopher Lew
	Title:	Vice President