<PAGE>



                     COMMERCIAL PAPER DEALER AGREEMENT
                               4(2) PROGRAM


                                  between


                       TYSON FOODS, INC., as Issuer

                                    and

             Credit Suisse First Boston Corporation, as Dealer




          Concerning  Notes to be issued pursuant to  an  Issuing
          and  Paying  Agency Agreement dated as of  January  12,
          2001  between the Issuer and The Chase Manhattan  Bank,
          as Issuing and Paying Agent



                                Dated As of

                             January 12, 2001





























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                     COMMERCIAL PAPER DEALER AGREEMENT
                               4(2) Program

     This agreement ("Agreement") sets forth the understandings between the
Issuer and the Dealer in connection with the issuance and sale by the
Issuer of its short-term promissory notes through the Dealer (the "Notes").

     Certain terms used in this Agreement are defined in Section 6 hereof.

     The Addendum to this Agreement, and any Annexes or Exhibits described
in this Agreement or such Addendum, are hereby incorporated into this
Agreement and made fully a part hereof.

Section 1.     Offers, Sales and Resales of Notes

     1.1  While (i) the Issuer has and shall have no obligation to sell the
Notes to the Dealer or to permit the Dealer to arrange any sale of the
Notes for the account of the Issuer, and (ii) the Dealer has and shall have
no obligation to purchase the Notes from the Issuer or to arrange any sale
of the Notes for the account of the Issuer, the parties hereto agree that
in any case where the Dealer purchases Notes from the Issuer, or arranges
for the sale of Notes by the Issuer, such Notes will be purchased or sold
by the Dealer in reliance on the representations, warranties, covenants and
agreements of the Issuer contained herein or made pursuant hereto and on
the terms and conditions and in the manner provided herein.

     1.2  So long as this Agreement shall remain in effect, and in addition
to the limitations contained in Section 1.7 hereof, the Issuer shall not,
without the consent of the Dealer, offer, solicit or accept offers to
purchase, or sell, any Notes except (a) in transactions with one or more
dealers which may from time to time after the date hereof become dealers
with respect to the Notes by executing with the Issuer one or more
agreements which contain provisions substantially identical to Section 1 of
this Agreement, of which the Issuer hereby undertakes to provide the Dealer
prompt notice or (b) in transactions with the other dealers listed on the
Addendum hereto, which are executing agreements with the Issuer which
contain provisions substantially identical to Section 1 of this Agreement
contemporaneously herewith.  In no event shall the Issuer offer, solicit or
accept offers to purchase, or sell, any Notes directly on its own behalf in
transactions with persons other than broker-dealers as specifically
permitted in this Section 1.2.

     1.3  The Notes shall be in a minimum denomination or minimum amount,
whichever is applicable, of $250,000 or integral multiples of $1,000 in
excess thereof, will bear such interest rates, if interest bearing, or will
be sold at such discount from their face amounts, as shall be agreed upon
by the Dealer and the Issuer, shall have a maturity not exceeding 365 days
from the date of issuance (exclusive of days of grace) and shall not
contain any provision for extension, renewal or automatic "rollover."

     1.4  The authentication, delivery and payment of the Notes shall be
effected in accordance with the Issuing and Paying Agency Agreement and the
Notes shall be either individual bearer physical certificates or
represented by book-entry Notes registered in the name of DTC or its
nominee in the form or forms annexed to the Issuing and Paying Agency
Agreement.

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<PAGE>

     1.5  If the Issuer and the Dealer shall agree on the terms of the
purchase of any Note by the Dealer or the sale of any Note arranged by the
Dealer (including, but not limited to, agreement with respect to the date
of issue, purchase price, principal amount, maturity and interest rate (in
the case of interest-bearing Notes) or discount thereof (in the case of
Notes issued on a discount basis), and appropriate compensation for the
Dealer's services hereunder) pursuant to this Agreement, the Issuer shall
cause such Note to be issued and delivered in accordance with the terms of
the Issuing and Paying Agency Agreement and payment for such Note shall be
made by the purchaser thereof, either directly or through the Dealer, to
the Issuer.  Except as otherwise agreed, in the event that the Dealer is
acting as an agent and a purchaser shall either fail to accept delivery of
or make payment for a Note on the date fixed for settlement, the Dealer
shall promptly notify the Issuer, and if the Dealer has theretofore paid
the Issuer for the Note, the Issuer will promptly return such funds to the
Dealer against its return of the Note to the Issuer, in the case of a
certificated Note, and upon notice of such failure in the case of a book-
entry Note.

     1.6  The Dealer and the Issuer hereby establish and agree to observe
the following procedures in connection with offers, sales and subsequent
resales or other transfers of the Notes:

          (a)  Offers and sales of the Notes shall be made only to
     investors reasonably believed by the Dealer to be:  (i) Institutional
     Accredited Investors or Sophisticated Individual Accredited Investors,
     (ii) non-bank fiduciaries or agents that will be purchasing Notes for
     one or more accounts, each of which is an Institutional Accredited
     Investor or Sophisticated Individual Accredited Investor, and (iii)
     Qualified Institutional Buyers.

          (b)  Resales and other transfers of the Notes by or through the
     Dealer or by other holders thereof shall be made only in accordance
     with the restrictions in the legends described in clause (e) below.

          (c)  No general solicitation or general advertising shall be used
     in connection with the offering of the Notes.  Without limiting the
     generality of the foregoing, without the prior written approval of
     Dealer, the Issuer shall not issue any press release or place or
     publish any "tombstone" or other advertisement relating to the Notes.

          (d)  No sale of Notes to any one purchaser shall be for less than
     $250,000 principal or face amount, and no Note shall be issued in a
     smaller principal or face amount.  If the purchaser is a non-bank
     fiduciary acting on behalf of others, each person for whom such
     purchaser is acting must purchase at least $250,000 principal or face
     amount of Notes.

          (e)  Offers and sales of the Notes by the Issuer through the
     Dealer acting as agent for the Issuer shall be made in accordance with
     Rule 506 under the Securities Act, and shall be subject to the
     restrictions described in the legend appearing on Exhibit A hereto.  A
     legend substantially to the effect of such Exhibit A shall appear as
     part of the Private Placement Memorandum used in connection with
     offers and sales of Notes hereunder, as well as on each Note offered
     and sold pursuant to this Agreement.

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<PAGE>
          (f)  Dealer shall furnish or shall have furnished to each
     purchaser of Notes being sold to an ultimate purchaser for the first
     time a copy of the then-current Private Placement Memorandum unless
     such purchaser has previously received a copy of the Private Placement
     Memorandum as then in effect.  The Private Placement Memorandum shall
     expressly state that any person to whom Notes are offered shall have
     an opportunity to ask questions of, and receive information from, the
     Issuer and the Dealer and shall provide the names, addresses and
     telephone numbers of the persons from whom information regarding the
     Issuer may be obtained.

          (g)  The Issuer agrees, for the benefit of the Dealer and each of
     the holders and prospective purchasers from time to time of the Notes
     that, if at any time the Issuer shall not be subject to Section 13 or
     15(d) of the Exchange Act, the Issuer will furnish, upon request and
     at its expense, to the Dealer and to holders and prospective
     purchasers of Notes information required by Rule 144A(d)(4)(i) in
     compliance with Rule 144A(d).

          (h)  In the event that any Note offered or to be offered by
     Dealer would be ineligible for resale under Rule 144A, the Issuer
     shall immediately notify Dealer (by telephone, confirmed in writing)
     of such fact and shall promptly prepare and deliver to Dealer an
     amendment or supplement to the Private Placement Memorandum describing
     the Notes that are ineligible, the reason for such ineligibility and
     any other relevant information relating thereto.

          (i)  The Issuer represents that it has outstanding issuances of
     commercial paper in the United States market in reliance upon, and in
     compliance with, the exemption provided by Section 3(a)(3) of the
     Securities Act.  In that connection, the Issuer agrees that (a) the
     proceeds from the sale of the Notes will be segregated from the
     proceeds of the sale of any such commercial paper by being placed in a
     separate account; (b) the Issuer will institute appropriate corporate
     procedures to ensure that the offers and sales of notes issued by the
     Issuer pursuant to the Section 3(a)(3) exemption are not integrated
     with offerings and sales of Notes hereunder; and (c) the Issuer will
     comply with each of the requirements of Section 3(a)(3) of the Act in
     selling commercial paper or other short-term debt securities other
     than the Notes in the United States.

     1.7  The Issuer hereby represents and warrants to the Dealer, in
connection with offers, sales and resales of Notes, as follows:

          (a)  Issuer hereby confirms to the Dealer that (except as
permitted by Section 1.6(i)) within the preceding six months neither the
Issuer nor any person other than the Dealer or the other dealers referred to
in Section 1.2 hereof acting on behalf of the Issuer has offered or sold any
Notes, or any substantially similar security of the Issuer (including,
without limitation, medium-term notes issued by the Issuer), to, or
solicited offers to buy any such security from, any person other than the
Dealer or the other dealers referred to in Section 1.2 hereof.  The Issuer
also agrees that, as long as the Notes are being offered for sale by the
Dealer and the other dealers referred to in Section 1.2 hereof as
contemplated hereby and until at least six months after the offer of Notes
hereunder has been terminated, neither the Issuer nor any person other than
the Dealer or

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<PAGE>
          (b)  Except as described in Section 1.7(c) below, the Issuer
     represents and agrees that the proceeds of the sale of the Notes are
     not currently contemplated to be used for the purpose of buying,
     carrying or trading securities within the meaning of Regulation T and
     the interpretations thereunder by the Board of Governors of the
     Federal Reserve System.  Except as described in Section 1.7(c) below,
     in the event that the Issuer determines to use such proceeds for the
     purpose of buying, carrying or trading securities, whether in
     connection with an acquisition of another company or otherwise, the
     Issuer shall give the Dealer at least five business days' prior
     written notice to that effect.  The Issuer shall also give the Dealer
     prompt notice of the actual date that it commences to purchase
     securities with the proceeds of the Notes.  Thereafter, in the event
     that the Dealer purchases Notes as principal and does not resell such
     Notes on the day of such purchase, to the extent necessary to comply
     with Regulation T and the interpretations thereunder, the Dealer will
     sell such Notes only to offerees it reasonably believes to be QIBs or
     to QIBs it reasonably believes are acting for other QIBs, in each case
     in accordance with Rule 144A.

          (c)  The Dealer acknowledges that proceeds from the sale of Notes
     prior to the consummation of the merger of IBP, inc. ("IBP") into
     Lasso Acquisition Corporation ("Lasso"), a wholly-owned subsidiary of
     the Issuer, pursuant to an Agreement and Plan of Merger dated as of
     January 1, 2001 among the Issuer, Lasso and IBP, as amended from time
     to time (the "Merger Agreement") are contemplated to be used, in part,
     for the purpose of purchasing shares of common stock of IBP pursuant
     to the terms of the offer to purchase up to 50.1% of the common stock
     of IBP contemplated by the Merger Agreement.  In the event the Dealer
     purchases Notes as principal and does not resell such notes on the day
     of such purchase, to the extent necessary to comply with Regulation T
     and the interpretations thereunder, the Dealer will sell such Notes
     only to offerees it reasonably believes to be QIBs or to QIBs it
     reasonably believes are acting for other QIBs, in each case in
     accordance with Rule 144A.

Section 2.     Representations and Warranties of Issuer

The Issuer represents and warrants that:

     2.1  The Issuer is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation
and has all the requisite power and authority to execute, deliver and
perform its obligations under the Notes, this Agreement and the Issuing and
Paying Agency Agreement.

     2.2  This Agreement and the Issuing and Paying Agency Agreement have
been duly authorized, executed and delivered by the Issuer and constitute
legal, valid and binding obligations of the Issuer enforceable against the
Issuer in accordance with their terms subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally, and
subject, as to enforceability, to general principles of equity (regardless
of whether enforcement is sought in a proceeding in equity or at law) and
limitations imposed on rights to indemnity and contribution imposed by
applicable law.



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<PAGE>
     2.3  The Notes have been duly authorized, and when issued and
delivered as provided in the Issuing and Paying Agency Agreement, will be
duly and validly issued and delivered and will constitute legal, valid and
binding obligations of the Issuer enforceable against the Issuer in
accordance with their terms subject to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights generally, and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law) and limitations
imposed on rights to indemnity and contribution imposed by applicable law.

     2.4  Assuming compliance by the Dealer with the procedures applicable
to it set forth in Section 1 hereof, the offer and sale of Notes in the
manner contemplated hereby do not require registration of the Notes under
the Securities Act, pursuant to the exemption from registration contained
in Section 4(2) thereof, and no indenture in respect of the Notes is
required to be qualified under  the Trust Indenture Act of 1939, as
amended.

     2.5  The Notes will rank at least pari passu with all other unsecured
and unsubordinated indebtedness of the Issuer.

     2.6  Assuming compliance by the Dealer with the procedures applicable
to it set forth in Section 1 hereof, no consent or action of, or filing or
registration with, any governmental or public regulatory body or authority,
including the SEC, is required to authorize, or is otherwise required in
connection with the execution, delivery or performance of, this Agreement,
the Notes or the Issuing and Paying Agency Agreement, except (i)as may be
required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Notes, and (ii) for the
requirement that the Issuer file with the SEC a notice on Form D in
accordance with Rule 503 under the Securities Act and such amendments
thereto as Rule 503 may require.

     2.7  Neither the execution and delivery of this Agreement and the
Issuing and Paying Agency Agreement, nor the issuance and delivery of the
Notes in accordance with the Issuing and Paying Agency Agreement, nor the
fulfillment of or compliance with the terms and provisions hereof or
thereof by the Issuer, will (i) result in the creation or imposition of any
mortgage, lien, charge or encumbrance of any nature whatsoever upon any of
the properties or assets of the Issuer, or (ii) violate or result in  a
breach or an event of default under any of the terms of the Issuer's
charter documents or by-laws, any contract or instrument to which the
Issuer is a party or by which it or its property is bound, or any law or
regulation, or any order, writ, injunction or decree of any court or
government instrumentality, to which the Issuer is subject or by which it
or its property is bound, which breach or event of default could reasonably
be expected to have a material adverse effect on the financial condition or
operations of the Issuer and its subsidiaries taken as a whole or the
ability of the Issuer to perform its obligations under this Agreement, the
Notes or the Issuing and Paying Agency Agreement.








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<PAGE>
     2.8  There is no litigation or governmental proceeding pending, or to
the knowledge of the Issuer threatened, against or affecting the Issuer or
any of its subsidiaries which could reasonably be expected to have a
material adverse change in the financial condition or operations of the
Issuer and its subsidiaries taken as a whole or the ability of the Issuer
to perform its obligations under this Agreement, the Notes or the Issuing
and Paying Agency Agreement.

     2.9  The Issuer is not an "investment company" or an entity
"controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

     2.10 Neither the Private Placement Memorandum nor the Company
Information contains any untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, provided, that the Issuer make no representation or
warranty as to the Dealer Information.

     2.11 Each (a) issuance of Notes by the Issuer hereunder and (b)
amendment or supplement of the Private Placement Memorandum shall be deemed
a representation and warranty by the Issuer to the Dealer, as of the date
thereof, that, both before and after giving effect to such issuance and
after giving effect to such amendment or supplement, (i) the
representations and warranties given by the Issuer set forth above in this
Section 2 remain true and correct on and as of such date as if made on and
as of such date, (ii) in the case of an issuance of Notes, the Notes being
issued on such date have been duly and validly issued and constitute legal,
valid and binding obligations of the Issuer, enforceable against the Issuer
in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally and
subject, as to enforceability, to general principles of equity (regardless
of whether enforcement is sought in a proceeding in equity or at law) and
limitations on rights to indemnity and contribution imposed by applicable
law, and (iii) in the case of an issuance of Notes, since the date of the
most recent Private Placement Memorandum, there has been no material
adverse change in the financial condition or operations of the Issuer and
its subsidiaries taken as a whole which has not been disclosed to the
Dealer in writing.

Section 3.     Covenants and Agreements of Issuer

The Issuer covenants and agrees that:

     3.1  The Issuer will give the Dealer prompt notice (but in any event
prior to any subsequent issuance of Notes hereunder) of any amendment to,
modification of, or waiver with respect to, the Notes or the Issuing and
Paying Agency Agreement, including a complete copy of any such amendment,
modification or waiver.

     3.2  The Issuer shall, whenever there shall occur any event that could
reasonably be expected to have a material adverse effect on the financial
condition or results of operations of the Issuer and its subsidiaries taken
as a whole or the ability of the Issuer to perform its obligations under
this Agreement or the Notes, notify the Dealer (by telephone, confirmed in
writing) of such event prior to any subsequent issuances of Notes
hereunder.  The Issuer shall, whenever it receives notice of any

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downgrading or intended downgrading or any review for potential change in
the rating accorded any of the Issuer's securities by any nationally
recognized statistical rating organization which has published a rating of
the Notes, promptly, and in any event prior to any subsequent issuance of
Notes hereunder, notify the Dealer (by telephone, confirmed in writing) of
such occurrence.

     3.3  The Issuer shall from time to time upon the request of the Dealer
furnish to the Dealer copies of all materials provided by the Issuer to any
national securities exchange regarding (i) the Issuer's operations and
financial condition, and (ii) the Issuer's ability to pay the Notes as they
mature.

     3.4  The Issuer will take all such action as the Dealer may reasonably
request to ensure that each offer and each sale of the Notes will comply
with any applicable state Blue Sky laws; provided, that the Issuer shall
not be obligated to file any general consent to service of process or to
qualify as a foreign corporation in any jurisdiction in which it is not so
qualified or subject itself to taxation in respect of doing business in any
jurisdiction in which it is not otherwise so subject.

     3.5  The Issuer shall not issue Notes hereunder until the Dealer shall
have received (a) an opinion of counsel to the Issuer, addressed to the
Dealer, satisfactory in form and substance to the Dealer, (b) a copy of the
executed Issuing and Paying Agency Agreement as then in effect, (c) a copy
of resolutions adopted by the Board of Directors of the Issuer,
satisfactory in form and substance to the Dealer and certified by the
Secretary or similar officer of the Issuer, authorizing execution and
delivery by the Issuer of this Agreement the Issuing and Paying Agency
Agreement and the Notes and consummation by the Issuer of the transactions
contemplated hereby and thereby, (d) prior to the issuance of any Notes
represented by a book-entry note registered in the name of DTC or its
nominee, a copy of the executed Letter of Representations among the Issuer,
the Issuing and Paying Agent and DTC, and (e) such other certificates,
opinions, letters and documents as the Dealer shall have reasonably
requested.

     3.6  The Issuer shall reimburse the Dealer for all of the Dealer's
reasonable out-of-pocket expenses related to this Agreement, including
expenses incurred in connection with its preparation and negotiation, and
the transactions contemplated hereby (including, but not limited to, the
printing and distribution of the Private Placement Memorandum), and, if
applicable, for the reasonable fees and out-of-pocket expenses of the
Dealer's counsel.

     3.7  Without limiting any obligation of the Issuer pursuant to this
Agreement to provide the Dealer with credit and financial information, the
Issuer hereby acknowledges and agrees that the Dealer may share the Company
Information and any other information or matters relating to the Issuer or
the transactions contemplated hereby with affiliates of the Dealer, and
that such affiliates may likewise share information relating to the Issuer
or such transactions with the Dealer.






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Section 4.     Disclosure

     4.1  The Private Placement Memorandum and its contents (other than the
Dealer Information) shall be the sole responsibility of the Issuer.  The
Private Placement Memorandum shall contain a statement expressly offering
an opportunity for each prospective purchaser to ask questions of, and
receive answers from, the Issuer concerning the offering of Notes and to
obtain relevant additional information which the Issuer possesses or can
acquire without unreasonable effort or expense.

     4.2  The Issuer agrees promptly to furnish the Dealer the Company
Information as it becomes available.

     4.3  (a) The Issuer further agrees to notify the Dealer promptly upon
the occurrence of any event relating to or affecting the Issuer that would
cause the Company Information then in existence to include an untrue
statement of material fact or to omit to state a material fact necessary in
order to make the statements contained therein, in light of the
circumstances under which they are made, not misleading.

          (b) In the event that the Issuer gives the Dealer notice pursuant
to Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes
it is holding in inventory, the Issuer agrees promptly to supplement or
amend the Private Placement Memorandum so that such Private Placement
Memorandum, as amended or supplemented, shall not contain an untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in light of the circumstances under
which they were made, not misleading, and the Issuer shall make such
supplement or amendment available to the Dealer.

          (c) In the event that (i) the Issuer gives the Dealer notice
pursuant to Section 4.3(a) and (ii) the Dealer does not notify the Issuer
that it is then holding Notes in inventory and (iii) the Issuer chooses not
to promptly amend or supplement the Private Placement Memorandum in the
manner described in clause (b) above, then all solicitations and sales of
Notes shall be suspended until such time as the Issuer has so amended or
supplemented the Private Placement Memorandum, and made such amendment or
supplement available to the Dealer.


Section 5.     Indemnification and Contribution

     5.1  The Issuer will indemnify and hold harmless the Dealer, each
individual, corporation, partnership, trust, association or other entity
controlling the Dealer, within the meaning of Section 15 of the Securities
Act (hereinafter the "Indemnitees") against any and all liabilities,
penalties, suits, causes of action, losses, damages, claims, costs and
expenses (including, without limitation, reasonable fees and disbursements
of counsel) or judgments of whatever kind or nature (each a "Claim"),
imposed upon, incurred by or asserted against the Indemnitees arising out
of or based upon (i) any allegation that the Private Placement Memorandum,
the Company Information or any information provided by the Issuer to the
Dealer included (as of any relevant time of offer and sale of the Notes by
the Issuer) or includes an untrue statement of a material fact or omitted
(as of any relevant time of offer and sale of the Notes by the Issuer) or
omits to state any material fact necessary to make the statements therein,


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in light of the circumstances under which they were made, not misleading or
(ii) arising out of or based upon the breach by the Issuer of any
agreement, covenant or representation made in or pursuant to this
Agreement; provided, however, that the foregoing indemnity shall not extend
to any Claims to the extent they arise out of or are based upon (A) the
gross negligence or willful misconduct of the Dealer in the performance or
failure to perform its obligations hereunder, or (B) an untrue statement by
an Indemnitee of a material fact made in connection with Dealer's sale or
arrangement for sale of Notes or an omission by an Indemnitee of a material
fact made in connection with Dealer's sale or arrangement for sale of Notes
necessary to make any statement, in light of the circumstances in which
such statement was made, not misleading if such statement or omission
relates to the Dealer in its capacity as dealer of the Notes or such
statement or omission relates to other matters and has not been approved by
the Issuer (whether through approval of the Private Placement Memorandum or
otherwise).

     5.2  Provisions relating to claims made for indemnification under this
Section 5 are set forth on Exhibit B to this Agreement.

     5.3  In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in clause (i) of
Section 5.1 is held to be unavailable or insufficient to hold harmless the
Indemnitees, although applicable in accordance with the terms of this
Section 5, the Issuer shall contribute to the aggregate costs incurred by
the Dealer in connection with any Claim in the proportion of the respective
economic interests of the Issuer and the Dealer; provided, however, that
such contribution by the Issuer shall be in an amount such that the
aggregate costs incurred by the Dealer do not exceed the aggregate of the
commissions and fees earned by the Dealer hereunder with respect to the
issue or issues of Notes to which such Claim relates.  The respective
economic interests shall be calculated by reference to the aggregate
proceeds to the Issuer of the Notes issued hereunder and the aggregate
commissions and fees earned by the Dealer hereunder.

Section 6.     Definitions

     6.1  "Claim" shall have the meaning set forth in Section 5.1.

     6.2  "Company Information" at any given time shall mean the Private
Placement Memorandum together with, to the extent applicable, (i) the
Issuer's most recent report on Form 10-K filed with the SEC and each report
on Form 10-Q or 8-K filed by the Issuer with the SEC since the most recent
Form 10-K, (ii) the Issuer's most recent annual audited financial
statements and each interim financial statement or report prepared
subsequent thereto, if not included in item (i) above, (iii) the Issuer's
and its affiliates' other publicly available recent reports, including, but
not limited to, any publicly available filings or reports provided to their
respective shareholders, (iv) any other information or disclosure prepared
pursuant to Section 4.3 hereof and (v) any information prepared or approved
by the Issuer for dissemination to investors or potential investors in the
Notes.

     6.3  "Dealer" shall mean Credit Suisse First Boston Corporation.




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     6.4  "Dealer Information" shall mean material concerning the Dealer
and provided by the Dealer in writing expressly for inclusion in the
Private Placement Memorandum.

     6.5  "DTC" shall mean The Depository Trust Company.

     6.6  "Exchange Act" shall mean the U.S. Securities Exchange Act of
1934, as amended.

     6.7  "Indemnitee" shall have the meaning set forth in Section 5.1.

     6.8  "Institutional Accredited Investor" shall mean an institutional
investor that is an accredited investor within the meaning of Rule 501
under the Securities Act and that has such knowledge and experience in
financial and business matters that it is capable of evaluating and bearing
the economic risk of an investment in the Notes, including, but not limited
to, a bank, as defined in Section 3(a)(2) of the Securities Act, or a
savings and loan association or other institution, as defined in Section
3(a)(5)(A) of the Securities Act, whether acting in its individual or
fiduciary capacity.

     6.9  "Issuing and Paying Agency Agreement" shall mean the issuing and
paying agency agreement described on the cover page of this Agreement, as
such agreement may be amended or supplemented from time to time.

     6.10 "Issuing and Paying Agent" shall mean the party designated as
such on the cover page of this Agreement, as issuing and paying agent under
the Issuing and Paying Agency Agreement.

     6.11 "Non-bank fiduciary or agent" shall mean a fiduciary or agent
other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act,
or (b) a savings and loan association, as defined in Section 3(a)(5)(A) of
the Securities Act.

     6.12 "Private Placement Memorandum" shall mean offering materials
prepared in accordance with Section 4 (including materials referred to
therein or incorporated by reference therein) provided to purchasers and
prospective purchasers of the Notes, and shall include amendments and
supplements thereto which may be prepared from time to time in accordance
with this Agreement (other than any amendment or supplement that has been
completely superseded by a later amendment or supplement).

     6.13 "Qualified Institutional Buyer" shall have the meaning assigned
to that term in Rule 144A under the Securities Act.

     6.14 "Rule 144A" shall mean Rule 144A under the Securities Act.

     6.15 "SEC" shall mean the U.S. Securities and Exchange Commission.

     6.16 "Securities Act" shall mean the U.S. Securities Act of 1933, as
amended.

     6.17 "Sophisticated Individual Accredited Investor" shall mean an
individual who (a) is an accredited investor within the meaning of
Regulation D under the Securities Act and (b) based on his or her pre-
existing relationship with the Dealer, is reasonably believed by the Dealer
to be a sophisticated investor (i) possessing such knowledge and experience

                                     236
<PAGE>
(or represented by a fiduciary or agent possessing such knowledge and
experience) in financial and business matters that he or she is capable of
evaluating and bearing the economic risk of an investment in the Notes  and
(ii) having a net worth of at least $5 million.

Section 7.     General

     7.1  Unless otherwise expressly provided herein, all notices under
this Agreement to parties hereto shall be in writing and shall be effective
when received at the address of the respective party set forth in the
Addendum to this Agreement.

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

     7.3  EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY
JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.

     7.4  This Agreement may be terminated, at any time, by the Issuer,
upon one business day's prior notice to such effect to the Dealer, or by
the Dealer upon one business day's prior notice to such effect to the
Issuer.  Any such termination, however, shall not affect the obligations of
the Issuer under Sections 3.7, 5 and 7.3 hereof or the respective
representations, warranties, agreements, covenants, rights or
responsibilities of the parties made or arising prior to the termination of
this Agreement.

     7.5  This Agreement is not assignable by either party hereto without
the written consent of the other party; provided, however, that the Dealer
may assign its rights and obligations under this Agreement to any wholly-
owned direct or indirect subsidiary of the Dealer or of its ultimate
parent.  This Agreement shall not confer any rights or remedies upon any
person other than the parties hereto and their respective permitted
assigns.

     7.6  This Agreement may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.

     7.7  This Agreement constitutes the entire agreement between the
parties hereto and supercedes any prior understandings, agreements or
representations by or between the parties hereto, written or oral, to the
extent they relate to the subject matter hereof.

     7.7  Any payments to the Dealer hereunder, whether pursuant to
Sections 3.6, 5.1 or otherwise, shall be in US dollars and shall be free of
all withholding, stamp and other similar taxes and of all other
governmental charges of any nature whatsoever.  In the event any
withholding is required by law, the Issuer agrees to (i) pay the same and
(ii) pay such additional amounts to the Dealer which, after deduction of
any such withholding, stamp or other taxes or governmental charges of any
nature whatsoever imposed with respect to the payment of such additional
amount, shall equal the amount withheld pursuant to clause (i).



                                     237
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date and year first above written.


                                   TYSON FOODS, INC.,
                                    as Issuer

                                   By:
                                   Name:
                                   Title:


                                   Credit Suisse First Boston Corporation,
                                   as Dealer

                                   By:
                                   Name:
                                   Title:







































                                     238
<PAGE>
                                 ADDENDUM


1.   The other dealers referred to in clause (b) of Section 1.2 of the
Agreement are:

     Banc of America Securities LLC
     J.P. Morgan Securities Inc.
     Chase Securities Inc.
     Merrill Lynch Money Markets Inc., as Dealer for Notes with maturities
up to 270 days
     Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer for
     Notes with maturities over 270 days up to 365 days
     SunTrust Equitable Securities Corp.

2.   The addresses of the respective parties for purposes of notices under
Section 7.1 are as follows:

     For the Issuer:

          Address:                 2210 West Oaklawn Drive
                              Springdale, Arkansas 72762-6999

          Attention:               General Counsel
          Telephone number:        (501) 290-4000
          Fax number:              (501) 290-6776


     For the Dealer:

          Address:                 Credit Suisse First Boston Corporation
                              11 Madison Avenue
                              New York, New York  10010

          Attention:
          Telephone number:        (212) 325-7198
          Fax number:              (212) 325-8183





















                                        239
<PAGE>
                                                             EXHIBIT A


                            FORM OF LEGEND FOR
                  PRIVATE PLACEMENT MEMORANDUM AND NOTES


       THE  NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
       OF  1933,  AS  AMENDED (THE "ACT"), OR ANY OTHER  APPLICABLE
       SECURITIES  LAW, AND OFFERS AND SALES THEREOF  MAY  BE  MADE
       ONLY  IN  COMPLIANCE WITH AN APPLICABLE EXEMPTION  FROM  THE
       REGISTRATION  REQUIREMENTS OF THE  ACT  AND  ANY  APPLICABLE
       STATE  SECURITIES LAWS.  BY ITS ACCEPTANCE OF  A  NOTE,  THE
       PURCHASER  WILL  BE DEEMED TO REPRESENT  THAT  IT  HAS  BEEN
       AFFORDED  AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING  TO
       THE ISSUER AND THE NOTES, THAT IT IS NOT ACQUIRING SUCH NOTE
       WITH  A  VIEW  TO ANY DISTRIBUTION THEREOF AND  THAT  IT  IS
       EITHER (A) AN INSTITUTIONAL INVESTOR OR HIGHLY SOPHISTICATED
       INDIVIDUAL  INVESTOR THAT IS AN ACCREDITED  INVESTOR  WITHIN
       THE  MEANING OF RULE 501(a) UNDER THE ACT AND WHICH, IN  THE
       CASE  OF  AN  INDIVIDUAL, (i) POSSESSES SUCH  KNOWLEDGE  AND
       EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT HE OR  SHE
       IS CAPABLE OF EVALUATING AND BEARING THE ECONOMIC RISK OF AN
       INVESTMENT IN THE NOTES AND (ii) HAS A NET WORTH OF AT LEAST
       $5   MILLION  (AN  "INSTITUTIONAL  ACCREDITED  INVESTOR"  OR
       "SOPHISTICATED     INDIVIDUAL     ACCREDITED      INVESTOR",
       RESPECTIVELY)  AND THAT EITHER IS PURCHASING NOTES  FOR  ITS
       OWN  ACCOUNT, IS A U.S. BANK (AS DEFINED IN SECTION  3(a)(2)
       OF  THE  ACT)  OR  A SAVINGS AND LOAN ASSOCIATION  OR  OTHER
       INSTITUTION  (AS DEFINED IN SECTION 3(a)(5)(A) OF  THE  ACT)
       ACTING  IN  ITS  INDIVIDUAL OR FIDUCIARY CAPACITY  OR  IS  A
       FIDUCIARY  OR AGENT (OTHER THAN A U.S. BANK OR  SAVINGS  AND
       LOAN)  PURCHASING  NOTES FOR ONE OR MORE  ACCOUNTS  EACH  OF
       WHICH  IS  SUCH  AN  INSTITUTIONAL  ACCREDITED  INVESTOR  OR
       SOPHISTICATED  INDIVIDUAL  ACCREDITED  INVESTOR  (i)   WHICH
       ITSELF POSSESSES SUCH KNOWLEDGE AND EXPERIENCE OR (ii)  WITH
       RESPECT   TO   WHICH  SUCH  PURCHASER  HAS  SOLE  INVESTMENT
       DISCRETION;  OR (B) A QUALIFIED INSTITUTIONAL BUYER  ("QIB")
       WITHIN  THE  MEANING OF RULE 144A UNDER  THE  ACT  WHICH  IS
       ACQUIRING  NOTES  FOR ITS OWN ACCOUNT OR  FOR  ONE  OR  MORE
       ACCOUNTS, EACH OF WHICH IS A QIB AND WITH RESPECT TO EACH OF
       WHICH THE PURCHASER HAS SOLE INVESTMENT DISCRETION; AND  THE
       PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER  MAY
       RELY UPON THE EXEMPTION FROM THE REGISTRATION PROVISIONS  OF
       SECTION  5  OF  THE  ACT  PROVIDED BY  RULE  144A.   BY  ITS
       ACCEPTANCE  OF A NOTE, THE PURCHASER THEREOF SHALL  ALSO  BE
       DEEMED  TO  AGREE THAT ANY RESALE OR OTHER TRANSFER  THEREOF
       WILL   BE  MADE  ONLY  (A)  IN  A  TRANSACTION  EXEMPT  FROM
       REGISTRATION UNDER THE ACT, EITHER (1) TO THE ISSUER  OR  TO
       CREDIT  SUISSE  FIRST BOSTON CORPORATION OR  ANOTHER  PERSON
       DESIGNATED BY THE ISSUER AS A PLACEMENT AGENT FOR THE  NOTES
       (COLLECTIVELY, THE "PLACEMENT AGENTS"), NONE OF WHICH  SHALL
       HAVE  ANY  OBLIGATION TO ACQUIRE SUCH NOTE,  (2)  THROUGH  A
       PLACEMENT  AGENT TO AN INSTITUTIONAL ACCREDITED INVESTOR  OR
       SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR OR A QIB  BY  A
       PLACEMENT AGENT, OR (3) TO A QIB IN A TRANSACTION THAT MEETS
       THE REQUIREMENTS OF RULE 144A AND (B) IN MINIMUM AMOUNTS  OF
       $250,000.
                                           240
<PAGE>
                                                                  EXHIBIT B

                        FURTHER PROVISIONS RELATING
                            TO INDEMNIFICATION


     (a)  The Issuer agrees to reimburse each Indemnitee for all expenses
(including reasonable fees and disbursements of internal and external
counsel) as they are incurred by it in connection with investigating or
defending any loss, claim, damage, liability or action in respect of which
indemnification may be sought under clause (i) of Section 5.1 of the
Agreement (whether or not it is a party to any such proceedings).

  (b)  Promptly after receipt by an Indemnitee of notice of the existence of
a Claim arising under clause (i) of Section 5.1 of the Agreement, such
Indemnitee will, if a claim in respect thereof is to be made against the
Issuer, notify the Issuer in writing of the existence thereof; provided
that (i) the omission so to notify the Issuer will not relieve it from any
liability which it may have hereunder unless and except to the extent it
did not otherwise learn of such Claim and the issuer is materially
prejudiced thereby, and (ii) the omission so to notify the Issuer will not
relieve it from liability which it may have to an Indemnitee otherwise than
on account of this indemnity agreement.  In case any such Claim is made
against any Indemnitee and it notifies the Issuer of the existence thereof,
the Issuer will be entitled to participate therein, and to the extent that
it may elect by written notice delivered to the Indemnitee, to assume the
defense thereof, with counsel reasonably satisfactory to such Indemnitee;
provided that if the defendants in any such Claim include both the
Indemnitee and the Issuer and the Indemnitee shall have concluded that
there may be legal defenses available to it which are different from or
additional to those available to the Issuer, the Issuer shall not have the
right to direct the defense of such Claim on behalf of such Indemnitee, and
the Indemnitee shall have the right to select separate counsel to assert
such legal defenses on behalf of such Indemnitee.  Upon receipt of notice
from the Issuer to such Indemnitee of the Issuer's election so to assume
the defense of such Claim and approval by the Indemnitee of counsel, the
Issuer will not be liable to such Indemnitee for expenses incurred
thereafter by the Indemnitee in connection with the defense thereof (other
than reasonable costs of investigation) unless (i) the Indemnitee shall
have employed separate counsel in connection with the assertion of legal
defenses in accordance with the proviso to the next preceding sentence (it
being understood, however, that the Issuer shall not be liable for the
expenses of more than one separate counsel (in addition to any local
counsel in the jurisdiction in which any Claim is brought), approved by the
Dealer, representing the Indemnitee who is party to such Claim), (ii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnitee to represent the Indemnitee within a reasonable time after
notice of existence of the Claim or (iii) the Issuer has authorized in
writing the employment of counsel for the Indemnitee.  The indemnity,
reimbursement and contribution obligations of the Issuer hereunder shall be
in addition to any other liability the Issuer may otherwise have to an
Indemnitee and shall be binding upon and inure to the benefit of any
successors, assigns, heirs and personal representatives of the Issuer and
any Indemnitee.  The Issuer agrees that without the Dealer's prior written
consent, it will not settle, compromise or consent to the entry of any
judgment in any Claim in respect of which


                                     241
<PAGE>
indemnification may be sought under the indemnification provision of the
Agreement (whether or not the Dealer or any other Indemnitee is an actual
or potential party to such Claim), unless such settlement, compromise or
consent includes an unconditional release of each Indemnitee from all
liability arising out of such Claim.





















































                                    242
<PAGE>
                    MODEL OPINION OF COUNSEL TO ISSUER





                                   [Date]

[Name and Address of Dealer]


Ladies and Gentlemen:

     We have acted as special counsel to Tyson Foods, Inc., a Delaware
corporation (the "Company"), in connection with the proposed offering and
sale by the Company in the United States of commercial paper in the form of
short-term promissory notes (the "Notes") in the manner contemplated by the
Commercial Paper Dealer Agreement dated as of January 12, 2001 by and
between the Company and you (the "Agreement").  We are delivering this
letter to you in order to satisfy the condition set forth in Section 3.5 of
the Dealer Agreement.  Each term used but not defined in this letter has
the meaning ascribed to it in the Dealer Agreement.

     In our capacity as such counsel, we have examined a specimen form of
Note, an executed copy of the Agreement, and the Issuing and Paying Agency
Agreement dated January 12, 2001 (the "Issuing and Paying Agency
Agreement") between the Company and The Chase Manhattan Bank, N.A., as
issuing and paying agent (the "Issuing and Paying Agent") as well as
originals, or copies certified or otherwise identified to our satisfaction,
of such other records and documents as we have deemed necessary as a basis
for the opinions expressed below.

     For purposes of this opinion, we have, with your permission, assumed
without independent investigation or inquiry that:

          (i)  all signatures of the parties on the Dealer Agreement and
     the Issuing and Paying Agency Agreement (other than the Company) that
     we examined are genuine, the agreement submitted to us as originals
     are authentic, and the agreements submitted to us as copies conform to
     the original agreements executed by the parties thereto; and

          (ii) the Dealer Agreement and the Issuing and Paying Agency
     Agreement have been duly and validly authorized, executed, delivered
     and accepted by all parties thereto (other than the Company) and all
     parties thereto (other than the Company) have all requisite power and
     authority to make and enter into the agreements and perform their
     obligations thereunder pursuant to the laws of all relevant
     jurisdictions.

     Based upon the foregoing, it is our opinion that:

     1.  The Company is a corporation duly organized, validly existing and
in good standing under the laws of the state of Delaware and has all the
requisite power and authority to execute, deliver and perform its
obligations under the Notes, the Agreement and the Issuing and Paying
Agency Agreement.


                                     243
<PAGE>
     2.  Each of the Agreement and the Issuing and Paying Agency Agreement
has been duly authorized, executed and delivered by the Company and
constitutes a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms subject to
applicable bankruptcy, insolvency and similar laws affecting creditors'
rights generally, and subject, as to enforceability, to general principles
of equity (regardless of whether enforcement is sought in a proceeding in
equity or at law), and except as rights under the Agreement to indemnity
and contribution may be limited by federal or state laws.

     3.  The Notes have been duly authorized, and when issued and delivered
as provided in the Issuing and Paying Agency Agreement, will be duly and
validly issued and delivered and will constitute legal, valid and binding
obligations of the Company enforceable against the Company in accordance
with their terms, subject to applicable bankruptcy, insolvency and similar
laws affecting creditors' rights generally, and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law) and except as
rights to indemnity and contribution may be limited by federal or state
laws.

     4.  The issuance and sale of Notes under the circumstances
contemplated by the Agreement and the Issuing and Paying Agency Agreement
do not require registration of the Notes under the Securities Act, pursuant
to the exemption from registration contained in Section 4(2) thereof, and
do not require compliance with any provision of the Trust Indenture Act of
1939, as amended.

     5.  No consent or action of, or filing or registration with, any
governmental or public regulatory body or authority, including the
Securities and Exchange Commission, is required to authorize, or is
otherwise required in connection with the execution, delivery or
performance of, the Agreement, the Notes, or the Issuing and Paying Agency
Agreement, except as may be required by the securities or Blue Sky laws of
the various states in connection with the offer and sale of the Notes.

     6.  Neither the execution and delivery of the Agreement and the
Issuing and Paying Agency Agreement, nor the issuance and delivery of the
Notes in accordance with the Issuing and Paying Agency Agreement, nor the
fulfillment of or compliance with the terms and provisions of either
thereof by the Company, will violate or result in an event of default under
any of the terms of the Company's charter documents or by-laws, any
contract or instrument known to us to which the Company is a party or by
which it or its property is bound, or any law or regulation, or any order,
writ, injunction or decree of any court or government instrumentality known
to us, to which the Company is subject or by which it or its property is
bound.

     7.  Except as disclosed in reports and other information filed by the
Company with the Securities and Exchange Commission, to our knowledge there
is no litigation or governmental proceeding pending or threatened against
the Company which in any way may prevent or interfere with or materially
and adversely affect the Company's executing and delivering the Agreement,
the Issuing and Paying Agency Agreement or the Notes, or materially and
adversely affecting the Company carrying out its obligations thereunder.



                                     244
<PAGE>
     8.  The Company is not an "investment company" or an entity
"controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

     The opinions hereinafter expressed are subject to the following
qualifications and limitations:

     (a)  The opinions set forth herein are subject to the qualification
that we are members of the bar of the State of Arkansas only and we express
no opinion as to the laws of any jurisdiction other than the United States
of America, the State of Arkansas and the General Corporate Laws of the
State of Delaware.  We call your attention to the fact that each of the
Dealer Agreement and the Issuing and Paying Agency Agreement, as well as
the Notes issued thereunder, provides that it is to be governed and
construed in accordance with the laws of the State of New York.  For
purposes of our opinions expressed above, we have assumed, with your
approval, that the Dealer Agreement, the Issuing and Paying Agency
Agreement and the Notes would be governed by and construed in accordance
with the domestic substantive laws of the State of Arkansas without giving
effect to any choice or conflict of laws rule or provision that would cause
the application of the domestic substantive laws of any other jurisdiction.

     (b)  This opinion is limited to pertinent laws in effect as of the
date hereof, and we expressly disclaim any undertaking to advise you of any
changes of law or fact that may thereafter come to our attention.

     (c)  Our opinion is limited to the matters stated herein and no
opinion is to be implied or may be inferred beyond those matters expressly
stated.

     (d)  This opinion is furnished by us solely for your benefit as a
dealer of the Notes pursuant to the Dealer Agreement, and it may not be
relied upon, quoted from or delivered to any person; provided, however,
that The Chase Manhattan Bank, N.A. may rely upon this opinion in its
capacity as Issuing and Paying Agent for the Notes, each of Moody's
Investors Service, Inc. and Standard & Poor's Ratings Group may rely on
this opinion in connection with its issuance of an investment rating for
the Notes, and a copy of this opinion may be delivered to any purchaser of
the Notes.  The liability of this firm is limited to the fullest extent
possible under Ark. Code Ann. Section 16-114-303.

     (e)  The phrases "known to us" or "to our knowledge" as used in this
letter means the actual knowledge of those attorneys of our firm who have
represented the Company in connection with any offering or placement of
securities or who have principal responsibility for representing the
Company, and do not include constructive knowledge or knowledge imputed to
our firm under common law principles of agency or otherwise.  Except as
expressly set forth herein, we have not undertaken any investigation to
determine the existence or absence of any facts and no inference as to our
knowledge concerning any facts should be drawn from the fact that such
representation has been undertaken by us.







                                     245
<PAGE>
     (f)  For purposes of the factual matters material to the opinions
expressed herein, we have, with your consent, relied upon the compliance
with the covenants and the correctness of the representations contained in
the Dealer Agreement and the Issuing and Paying Agency Agreement.  Without
limiting the foregoing, for purposes of the opinions expressed in
paragraphs 4 and 5 above, we have assumed that the Company will timely file
with the Securities and Exchange Commission notice on Form D in accordance
with Rule 503 under the Securities Act and such amendments thereto as Rule
503 may require.

     (g)  Our opinions are rendered as of the date hereof and do not cover
the effect of any amendment or supplement to the Dealer Agreement or the
Issuing and Paying Agency Agreement or the validity or enforceability of
any amendment or supplement thereto, including without limitation any
modifications, extensions, waivers or releases or the effect or
applicability of federal or state tax laws on or to the transactions
contemplated thereby.

     (h)  We have made no examination or investigation to verify the
accuracy or completeness of any financial, accounting, or statistical
information furnished to you or with respect to any other accounting and
financial matters and express no opinion with respect thereto.

     (i)  We call your attention to the fact that the awarding of
attorney's fees and expenses is discretionary under Arkansas law.  We
cannot opine that attorney's fees and expenses will be awarded in any
particular amount.

     (j)  Our opinions are subject to, and we express no opinion on, state
or federal law relating to usury or fraudulent conveyances.

     (k)  The opinions expressed above are (i) given to you solely for your
benefit and the benefit of your successors and transferees, (ii) not
binding on any court and (iii) may not be quoted in whole or in part or
otherwise referred to in any legal opinion, document, or other report to be
furnished to another person or entity without our prior written consent.

                                             Very truly yours,




















                                     246
<PAGE>
                   Model Certificate as to Resolutions1
                             [Name of Issuer]



     I, R. Read Hudson, the Secretary of Tyson Foods, Inc., a Delaware
corporation (the "Issuer"), do hereby certify, in connection with the
issuance and sale of short-term promissory notes under the Commercial Paper
Dealer Agreement dated January 12, 2001 (the "Agreement", the terms defined
therein being used herein as therein defined) between the Issuer and Credit
Suisse First Boston Corporation (the "Dealer"), that:

     1.  The following resolution was duly adopted by the Board of
Directors of the Issuer at a meeting thereof duly called and held on
January 12, 2001, at which meeting a quorum was present and acting
throughout, and such resolution has not been amended, modified or revoked
and is in full force and effect on the date hereof:

     RESOLVED, that the Chairman of the Board, President,  Chief Executive
Officer, any Executive Vice President, any Senior Vice President,
Controller or Chief Accounting Officer or Treasurer, either alone or with
joinder of the Secretary or an Assistant Secretary, of the Corporation (the
"Authorized Officers") be, and each of them hereby is, authorized to: (i)
borrow under the Commercial Paper Program; (ii) execute such commercial
paper notes in the name and on behalf of the Corporation; (iii) execute and
deliver (A) Commercial Paper Dealer Agreements between the Corporation and
each of the dealers selected by any Authorized Officer (each a "Dealer"),
providing, among other things, for the sale of commercial paper notes on
behalf of the Corporation and the indemnification of the Dealer in
connection therewith and (B) an Issuing and Paying Agency Agreement between
the Corporation and J.P. Morgan Chase & Co., or any of its affiliates, as
issuing and paying agent; (iv) delegate to any other officers or employees
of the Corporation authority to give instructions to the Dealer pursuant to
the applicable Commercial Paper Dealer Agreement; and (v) do such acts and
execute such other instruments and documents as may be necessary and proper
to effect the transactions contemplated hereby including (A) amending
documents referred to herein and (B) appointing additional dealers and
successors to any of the parties named.

     2.  Each of the Agreement and the Issuing and Paying Agency Agreement,
as executed and delivered by the Issuer, is substantially in the form
thereof approved by the Board of Directors and referred to in the
resolution set forth in paragraph 1 hereof.

     IN WITNESS WHEREOF, I have signed this certificate the 12th day of
January, 2001


                                   ________________________
                                   Secretary

_______________________________
1This model certificate will serve as a guide for resolutions adopted by
the Issuer.  Any resolutions actually adopted, regardless of form, should
cover all the substantive matters covered in this model, and a certificate
substantially to the effect of this model is required to be delivered to
the Dealer under Section 3.6(c) of the Agreement.

                                     247