exhibit_1032.htm


    
      

      

    


    FIRST
AMENDMENT TO THE EXECUTIVE SAVINGS PLAN

    OF
TYSON FOODS, INC.

    


    THIS
FIRST AMENDMENT is made on this 31st day of December, 2008 by Tyson Foods, Inc.,
a corporation duly organized and existing under the laws of the State of
Delaware (the “Employer”).

    


    INTRODUCTION:

    


    WHEREAS,
the Employer maintains the Executive Savings Plan of Tyson Foods, Inc. (the
“Plan”), which was last amended and restated by an indenture effective as of
January 1, 2009; and

    


    WHEREAS,
the Employer now desires to amend the Plan to make a technical correction to the
term “Separation from Service” as that term is used under the Plan.

    


    NOW,
THEREFORE, the Employer does hereby amend the Plan, effective as of January 1,
2009, by deleting the existing Section 1.19 in its entirety and by substituting
therefor the following:

    


    “1.19           Separation from
Service.  ‘Separation from Service’ means the termination of
the service relationship between a Member and the Employer (and its affiliates)
if the termination constitutes a “separation from service” under Code Section
409A.  Notwithstanding the foregoing, the service relationship between
a Member and the Employer is considered to remain intact while the Member is on
military leave, sick leave or other bona fide leave of absence if there is a
reasonable expectation that the Member will return to perform services for the
Employer and the period of such leave does not exceed six months, or if longer,
so long as the individual retains a right to return to service with the Employer
under applicable law or contract.  Whether the Member has terminated
the Member’s service relationship with the Employer will be determined by the
Employer based on whether it is reasonably anticipated by the Employer and the
Member that the Member will permanently cease providing services to the Employer
(and its affiliates) or that the services to be performed by the Member will
permanently decrease to no more than twenty percent (20%) of the average level
of bona fide services performed by the Member over the immediately preceding
36-month period or such shorter period during which the Member was performing
services for the Employer (and its affiliates).  If a leave of absence
occurs during such 36-month or shorter period which is not considered a
Separation from Service, unpaid leaves of absence shall be disregarded and the
level of services provided during any paid leave of absence shall be presumed to
be the level of services required to receive the compensation paid with respect
to such leave of absence.”

    


    Except as
specifically amended hereby, the Plan shall remain in full force and effect
prior to this First Amendment.

    


    IN
WITNESS WHEREOF, the Employer has caused this First Amendment to be executed on
the day and year first above written.

    


    
      	 	 
      	 
      	 
      	 
      	
              TYSON
      FOODS, INC.

            	 
      
	 	 
      	 
      	 
      	
              By:

            	
              /s/
      Dennis Leatherby

            	 
      
	 	 
      	 
      	 
      	
              Title:

            	
              Exec.
      Vice President and Chief Financial Officer

            	 
      
	 	 
      	 
      	 
      	 
      	 
      	 
      
	 	
              ATTEST:

            	 
      	 
      	 
      	 
      
	 	
              By:

            	
              /s/
      R. Read Hudson

            	 
      	 
      	 
      	 
      
	 	
              Title

            	
              VP,
      Assoc. General Counsel and
      Secretary