Item 1.01 Entry Into a Material Definitive Contract.

On October 7, 2005, Tyson Foods, Inc. (the “Company”) entered into employment agreements with William W. Lovette, the Company’s Senior Group Vice President - Poultry & Prepared Foods, James V. Lochner, the Company’s Senior Group Vice President - Margin Optimization, Purchasing & Logistics and Noel W. White, the Company’s Group Vice President - Fresh Meats Operations & Commodity Sales. On October 10, 2005, the Company entered into an employment agreement with Wendy P. Davidson, the Company’s Group Vice President – Foodservice. Mr. Lovette, Mr. Lochner, Mr. White and Ms. Davidson are hereinafter collectively referred to as the “Officers.”

The term of employment under each employment agreement is effective as of October 3, 2005 and terminates on October 3, 2010, unless terminated prior to such date. Mr. Lovette’s agreement provides for an annual base salary of not less than $550,000. Mr. Lochner’s agreement provides for an annual base salary of not less than $515,000. The agreements with Mr. White and Ms. Davidson each provide for an annual base salary of not less than $415,000. Each Officer is also eligible to receive awards under the Company’s annual bonus plan in effect during their term of employment, subject to the discretion of senior management of the Company. In addition, the Officers may also participate in any benefit programs generally applicable to officers of the Company, including the Company’s stock option, restricted stock programs, supplemental executive retirement, life insurance plans and medical reimbursement plans. The Officers’ compensation will be subject to review from time to time when compensation of other officers and managers of the Company are reviewed for consideration of increases.

Under the employment agreements, the Officers received restricted stock grants of shares of Class A Common Stock scheduled to vest on October 3, 2010 in the following amounts: Mr. Lovette - 18,060.9418 shares, Mr. Lochner - 18,060.9418 shares, Mr. White - 18,559.5568 shares and Ms. Davidson - 22,991.6897 shares. The restricted stock grants are in addition to restricted shares granted under the Officers’ prior employment agreements, which restricted shares have not yet vested. Under the agreements, consistent with the Company’s past practice, Messrs. Lovette and Lochner each will receive a grant of 50,000 options and Mr. White and Ms. Davidson each will receive a grant of 40,000 options to purchase shares of Class A Common Stock, subject to the terms and conditions of the Tyson Foods, Inc. 2000 Stock Incentive Plan and pursuant to an option grant agreement currently in use by the Company for officers generally. The exercise price of any such grant must be equal to the market price on the date of the stock option grant, and the options are part of the consideration received by the officer for his/her agreement to protections of confidential information and trade secrets of the Company and to a non-competition provision that extends one year after termination of the Officer’s employment. On each such future grant date selected by the Company, Messrs. Lovette and Lochner each will receive a grant of 50,000 options and Mr. White and Ms. Davidson each will receive a grant of 40,000 options. The options vest forty percent (40%) on the second anniversary of the date of the grant and in twenty percent (20%) increments annually thereafter until fully vested.