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Tyson Foods, Inc. – ‘10-K’ for 9/27/14 – ‘EX-4.25’

On: Monday, 11/17/14, at 7:40am ET · For: 9/27/14 · Accession #: 100493-14-220 · File #: 1-14704

  As Of               Filer                 Filing    For·On·As Docs:Size

11/17/14  Tyson Foods, Inc.                 10-K        9/27/14  150:35M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.76M 
 2: EX-4.25     Sara Lee 2032 Note                                  HTML     76K 
 3: EX-10.19    Employment Agreement, Dated August 29, 2014, by     HTML    102K 
                and Between Andrew P. Callahan                                   
 4: EX-10.20    Employment Agreement, Dated August 29, 2014, by     HTML    102K 
                and Between Sally Grimes                                         
 5: EX-10.21    Employment Agreement, Dated August 29, 2014, by     HTML    102K 
                and Between Thomas P. Hayes                                      
 6: EX-10.22    Employment Agreement, Dated August 29, 2014, by     HTML    102K 
                and Between Mary Oleksiuk                                        
 7: EX-10.23    Form of Retention Award Letter Agreement, Dated     HTML     54K 
                August 29, 2014                                                  
 8: EX-10.57    Serp Amendment                                      HTML     73K 
10: EX-21       Subsidiaries of the Company                         HTML     75K 
11: EX-23       Consent of Pricewaterhousecoopers, LLP              HTML     43K 
 9: EX-12.1     Calculation of Ratio Earnings to Fixed Charges      HTML     62K 
12: EX-31.1     Certification of Chief Executive Officer Pursuant   HTML     48K 
                to SEC Rule 13A-14(A)/15D-14(A                                   
13: EX-31.2     Certification of Chief Financial Officer Pursuant   HTML     48K 
                to SEC Rule 13A-14(A                                             
14: EX-32.1     Certification of Chief Executive Officer Pursuant   HTML     45K 
                to 18 U.S.C. Section 1350, as                                    
15: EX-32.2     Certification of Chief Financial Officer Pursuant   HTML     45K 
                to 18 U.S.C. Section 1350, as                                    
103: R1          Document and Entity Information                     HTML     71K  
78: R2          Consolidated Statements Of Income                   HTML    154K 
96: R3          Consolidated Statements of Comprehensive Income     HTML     73K 
                Statement                                                        
108: R4          Consolidated Balance Sheets                         HTML    141K  
137: R5          Consolidated Balance Sheets (Parentheticals)        HTML     52K  
82: R6          Consolidated Statements Of Shareholders' Equity     HTML    172K 
95: R7          Consolidated Statements Of Cash Flows               HTML    143K 
71: R8          Business And Summary Of Significant Accounting      HTML     91K 
                Policies                                                         
59: R9          Changes In Accounting Principles                    HTML     50K 
139: R10         Acquisitions and Dispositions                       HTML    106K  
110: R11         Discontinued Operation                              HTML     66K  
109: R12         Property, Plant And Equipment                       HTML     62K  
117: R13         Goodwill And Other Intangible Assets                HTML    176K  
118: R14         Debt                                                HTML    100K  
114: R15         Equity                                              HTML    108K  
119: R16         Income Taxes                                        HTML    160K  
97: R17         Other Income And Charges                            HTML     47K 
105: R18         Earnings Per Share                                  HTML    116K  
112: R19         Derivative Financial Instruments                    HTML    207K  
149: R20         Fair Value Measurements                             HTML    222K  
129: R21         Stock-Based Compensation                            HTML    132K  
88: R22         Pensions And Other Postretirement Benefits          HTML    452K 
111: R23         Comprehensive Income (Loss)                         HTML    136K  
92: R24         Segment Reporting                                   HTML    187K 
48: R25         Supplemental Cash Flow Information                  HTML     55K 
131: R26         Transactions With Related Parties                   HTML     52K  
144: R27         Commitments And Contingencies                       HTML     85K  
65: R28         Quarterly Financial Data (Unaudited)                HTML    165K 
64: R29         Condensed Consolidating Financial Statements        HTML    708K 
69: R30         Valuation And Qualifying Accounts                   HTML     96K 
70: R31         Business And Summary Of Significant Accounting      HTML    136K 
                Policies (Policy)                                                
72: R32         Business And Summary Of Significant Accounting      HTML     65K 
                Policies (Tables)                                                
34: R33         Acquisitions and Dispositions (Tables)              HTML    138K 
127: R34         Discontinued Operation (Tables)                     HTML     76K  
86: R35         Property, Plant And Equipment (Tables)              HTML     60K 
89: R36         Goodwill And Other Intangible Assets (Tables)       HTML    171K 
53: R37         Debt (Tables)                                       HTML     80K 
148: R38         Equity (Tables)                                     HTML     87K  
22: R39         Income Taxes (Tables)                               HTML    156K 
75: R40         Earnings Per Share (Tables)                         HTML    112K 
135: R41         Derivative Financial Instruments (Tables)           HTML    197K  
50: R42         Fair Value Measurements (Tables)                    HTML    215K 
63: R43         Stock-Based Compensation (Tables)                   HTML    116K 
68: R44         Pensions And Other Postretirement Benefits          HTML    459K 
                (Tables)                                                         
79: R45         Comprehensive Income (Loss) (Tables)                HTML    135K 
33: R46         Segment Reporting (Tables)                          HTML    165K 
58: R47         Supplemental Cash Flow Information (Tables)         HTML     53K 
25: R48         Commitments And Contingencies (Tables)              HTML     60K 
133: R49         Quarterly Financial Data (Unaudited) (Tables)       HTML    160K  
49: R50         Condensed Consolidating Financial Statements        HTML    709K 
                (Tables)                                                         
128: R51         Business And Summary Of Significant Accounting      HTML     55K  
                Policies (Schedule Of Inventories Of Processed                   
                Products, Livestock, And Supplies Valued At Lower                
                Of Cost Or Market) (Details)                                     
54: R52         Business And Summary Of Significant Accounting      HTML     52K 
                Policies Business and Summary of Significant                     
                Accounting Policies (Other Current Liabilities)                  
                (Details)                                                        
76: R53         Business And Summary Of Significant Accounting      HTML     65K 
                Policies (Narrative) (Details)                                   
24: R54         Acquisitions and Dispositions Preliminary Fair      HTML     82K 
                Value of Assets Acquired and Liabilities Assumed                 
                at Acquisition Date (Details)                                    
30: R55         Acquisitions and Dispositions Schedule of           HTML     56K 
                Intangible Assets Acquired as Part of Business                   
                Combination (Details)                                            
67: R56         Acquisitions and Dispositions Acquisitions Pro      HTML     50K 
                Forma Information (Details)                                      
39: R57         Acquisitions and Dispositions Summary of Net        HTML     77K 
                Assets Held for Sale (Details)                                   
140: R58         Acquisitions (Narrative) (Details)                  HTML     78K  
84: R59         Dispositions (Narrative) (Details)                  HTML     77K 
115: R60         Discontinued Operation (Summary of Discontinued     HTML     59K  
                Operation's Results) (Details)                                   
57: R61         Discontinued Operation (Narrative) (Details)        HTML     46K 
61: R62         Property, Plant And Equipment (Details)             HTML     58K 
125: R63         Goodwill And Other Intangible Assets (Goodwill      HTML     83K  
                Activity) (Details)                                              
120: R64         Goodwill And Other Intangible Assets (Other         HTML     59K  
                Intangible Assets By Type) (Details)                             
87: R65         Goodwill And Other Intangible Assets (Narrative)    HTML     62K 
                (Details)                                                        
123: R66         Debt (Major Components Of Debt) (Details)           HTML     97K  
55: R67         Debt (Narrative) (Details)                          HTML    155K 
93: R68         Equity (Schedule of Share Repurchases) (Details)    HTML     51K 
143: R69         Equity (Schedule of Tangible Equity Units)          HTML     66K  
                (Details)                                                        
28: R70         Equity (Narrative) (Details)                        HTML    143K 
47: R71         Income Taxes (Provision For Income Taxes From       HTML     63K 
                Continuing Operations) (Details)                                 
77: R72         Income Taxes (Reasons For Differences Between       HTML     65K 
                Statutory Federal Tax Rate And Effective Income                  
                Tax Rate) (Details)                                              
37: R73         Income Taxes (Tax Effects Of Major Items Recorded   HTML     94K 
                As Deferred Tax Assets And Liabilities) (Details)                
147: R74         Income Taxes (Activity Related To Gross             HTML     61K  
                Unrecognized Tax Benefits) (Details)                             
51: R75         Income Taxes (Narrative) (Details)                  HTML     84K 
41: R76         Other Income And Charges (Details)                  HTML     59K 
45: R77         Earnings Per Share (Schedule Of Earnings Per        HTML    107K 
                Share, Basic And Diluted) (Details)                              
31: R78         Earnings Per Share (Narrative) (Details)            HTML     55K 
35: R79         Derivative Financial Instruments (Aggregate         HTML     48K 
                Outstanding Notionals Related To Cash Flow Hedges)               
                (Details)                                                        
106: R80         Derivative Financial Instruments (Pretax Impact Of  HTML     53K  
                Cash Flow Hedge Derivative Instruments On The                    
                Consolidated Statements Of Income) (Details)                     
43: R81         Derivative Financial Instruments (Aggregate         HTML     46K 
                Outstanding Notionals Related To Fair Value                      
                Hedges) (Details)                                                
141: R82         Derivative Financial Instruments (Pretax Impact Of  HTML     47K  
                Fair Value Hedge Derivative Instruments On The                   
                Consolidated Statements of Income) (Details)                     
73: R83         Derivative Financial Instruments (Aggregate         HTML     51K 
                Outstanding Notionals Related To Undesignated                    
                Positions) (Details)                                             
113: R84         Derivative Financial Instruments (Pretax Impact Of  HTML     49K  
                Undesignated Derivative Instruments On The                       
                Consolidated Statements Of Income) (Details)                     
122: R85         Derivative Financial Instruments (Fair Value Of     HTML     57K  
                All Derivative Instruments) (Details)                            
42: R86         Derivative Financial Instruments (Narrative)        HTML     49K 
                (Details)                                                        
44: R87         Fair Value Measurements (Schedule Of Assets And     HTML    104K 
                Liabilities Measured At Fair Value On A Recurring                
                Basis) (Details)                                                 
138: R88         Fair Value Measurements (Schedule Of Debt           HTML     62K  
                Securities Measured At Fair Value On A Recurring                 
                Basis, Unobservable Input Reconciliation)                        
                (Details)                                                        
38: R89         Fair Value Measurements (Schedule Of Available For  HTML     58K 
                Sale Securities) (Details)                                       
107: R90         Fair Value Measurements (Schedule Of Fair Value     HTML     48K  
                And Carrying Value Of Debt) (Details)                            
100: R91         Fair Value Measurements Fair Value Measurements     HTML     59K  
                (Narrative) (Details)                                            
126: R92         Stock-Based Compensation (Summary Of Stock          HTML     80K  
                Options) (Details)                                               
99: R93         Stock-Based Compensation (Assumption Of Fair Value  HTML     54K 
                Calculation Of Each Year's Grants) (Details)                     
83: R94         Stock-Based Compensation (Summary Of Restricted     HTML     77K 
                Stock) (Details)                                                 
132: R95         Stock-Based Compensation (Summary of                HTML     68K  
                Performance-Based Shares) (Details)                              
80: R96         Stock-Based Compensation (Narrative) (Details)      HTML     98K 
52: R97         Pensions And Other Postretirement Benefits          HTML     99K 
                (Reconciliation Of Changes In Plans' Benefit                     
                Obligations, Assets And Funded Status) (Details)                 
90: R98         Pensions And Other Postretirement Benefits          HTML     65K 
                (Amounts Recognized In The Consolidated Balance                  
                Sheets) (Details)                                                
85: R99         Pensions And Other Postretirement Benefits (Plans   HTML     54K 
                With Accumulated Benefit Obligations In Excess Of                
                Plan Assets) (Details)                                           
66: R100        Pensions And Other Postretirement Benefits          HTML     66K 
                (Components Of Net Periodic Benefit Cost For                     
                Pension And Postretirement Benefit Plans                         
                Recognized In The Consolidated Statements Of                     
                Income) (Details)                                                
150: R101        Pensions And Other Postretirement Benefits          HTML     57K  
                (Weighted Average Assumptions) (Details)                         
124: R102        Pensions And Other Postretirement Benefits (Health  HTML     53K  
                Care Cost Trend Rates) (Details)                                 
98: R103        Pensions And Other Postretirement Benefits (Actual  HTML     57K 
                And Target Asset Allocation For Pension Plan                     
                Assets) (Details)                                                
32: R104        Pensions And Other Postretirement Benefits          HTML     99K 
                (Categories Of Pension Plan Assets And Level Under               
                Which Fair Values Were Determined In Fair Value                  
                Hierarchy) (Details)                                             
134: R105        Pensions And Other Postretirement Benefits          HTML     62K  
                (Reconciliation Of Change In Fair Value                          
                Measurement Of Defined Benefit Plans' Consolidated               
                Assets Using Significant Unobservable Inputs)                    
                (Details)                                                        
142: R106        Pensions And Other Postretirement Benefits          HTML     62K  
                (Estimated Future Benefit Payments Expected To Be                
                Paid) (Details)                                                  
136: R107        Pensions And Other Postretirement Benefits          HTML     47K  
                (Multiemployer Plans) (Details)                                  
94: R108        Pensions And Other Postretirement Benefits          HTML     95K 
                (Narrative) (Details)                                            
40: R109        Comprehensive Income (Loss) (Components Of          HTML     64K 
                Accumulated Other Comprehensive Income (Loss))                   
                (Details)                                                        
116: R110        Comprehensive Income (Loss) (Components Of Other    HTML     78K  
                Comprehensive Income (Loss)) (Details)                           
56: R111        Segment Reporting (Segment Reporting Information,   HTML     99K 
                By Segment) (Details)                                            
23: R112        Segment Reporting (Narrative) (Details)             HTML     92K 
81: R113        Supplemental Cash Flow Information (Cash Payments   HTML     47K 
                For Interest And Income Taxes) (Details)                         
74: R114        Transactions With Related Parties (Details)         HTML     73K 
130: R115        Commitments (Minimum Lease Commitments Under        HTML     62K  
                Non-Cancelable Leases) (Details)                                 
60: R116        Commitments (Future Purchase Commitments)           HTML     60K 
                (Details)                                                        
146: R117        Commitments (Narrative) (Details)                   HTML     64K  
36: R118        Contingencies (Narrative) (Details)                 HTML     61K 
102: R119        Quarterly Financial Data (Unaudited) (Schedule Of   HTML     97K  
                Quarterly Financial Information) (Details)                       
121: R120        Quarterly Financial Data (Unaudited) (Narrative)    HTML     72K  
                (Details)                                                        
26: R121        Condensed Consolidating Financial Statements        HTML    169K 
                (Condensed Consolidating Statement Of Income)                    
                (Details)                                                        
101: R122        Condensed Consolidating Financial Statements        HTML    161K  
                (Condensed Consolidating Balance Sheet) (Details)                
91: R123        Condensed Consolidating Financial Statements        HTML    138K 
                (Condensed Consolidating Statement Of Cash Flows)                
                (Details)                                                        
29: R124        Condensed Consolidating Financial Statements        HTML     45K 
                (Narrative) (Details)                                            
104: R125        Valuation And Qualifying Accounts (Details)         HTML     59K  
145: XML         IDEA XML File -- Filing Summary                      XML    236K  
27: EXCEL       IDEA Workbook of Financial Reports                  XLSX    628K 
62: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   6.35M 
16: EX-101.INS  XBRL Instance -- tsn-20140927                        XML   9.03M 
18: EX-101.CAL  XBRL Calculations -- tsn-20140927_cal                XML    416K 
19: EX-101.DEF  XBRL Definitions -- tsn-20140927_def                 XML   1.81M 
20: EX-101.LAB  XBRL Labels -- tsn-20140927_lab                      XML   3.18M 
21: EX-101.PRE  XBRL Presentations -- tsn-20140927_pre               XML   2.24M 
17: EX-101.SCH  XBRL Schema -- tsn-20140927                          XSD    324K 
46: ZIP         XBRL Zipped Folder -- 0000100493-14-000220-xbrl      Zip    594K

‘EX-4.25’ — Sara Lee 2032 Note

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

TSN 2014 Q4 Exh - 4.25

Exhibit 4.25

SARA LEE CORPORATION

6 1/8% Notes due 2032

Registered No. FXR-1 Principal Amount: $500,000,000
CUSIP No. 803111 AM 5

This Security is a Security in global form within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This global Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances.

Unless this Security is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York), a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any Security issued upon registration of transfer of, or in exchange for, or in lieu of, this Security is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH HEREIN:



Principal Amount: $500,000,000
Original Issue Date: October 31, 2002	Stated Maturity: November 1, 2032	This Security is a: Global Security
Specified Currency: U.S. dollars	Authorized Denominations: U.S. $1,000 and any integral multiple of $1,000 in excess thereof
Initial Interest Rate: 6 1/8% per annum	Interest Payment Dates: May 1 and November 1 of each year, beginning May 1, 2003	Regular Record Dates: April 15 and October 15 immediately preceding the respective Interest Payment Dates
Redemption Date(s): Any time after the Original Issue Date	Redemption Price(s): The greater of (i) 100% of the principal amount to be redeemed and (ii) as determined by the Quotation Agent (as defined herein), the sum of the present values of the remaining scheduled payments of principal and interest hereon (not including any portion of those payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined herein) plus 20 basis points, plus, in each case, accrued interest hereon to the Redemption Date
Discounted Security: □ yes ý no	Original Issue Discount Security: □ yes ý no
Issue Price (expressed as a percentage of aggregate principal amount): 99.727%

SARA LEE CORPORATION

SARA LEE CORPORATION, a Maryland corporation (herein called the “Company,” which term includes any successor corporation under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., as nominee for The Depository Trust Company, or registered assigns, the principal amount stated above at Stated Maturity, and to pay interest thereon from the Original Issue Date shown above or, in the case of a Security issued upon registration of transfer or exchange, from and including the most recent Interest Payment Date to which interest has been paid or duly provided for to, but not including, the applicable Interest Payment Date or the Stated Maturity or any Redemption Date (each such Stated Maturity or Redemption Date is referred to hereinafter as a “Maturity” with respect to principal repayable on such date), as the case may be, provided that if the Original Issue Date is after a Regular Record Date and before the Interest Payment Date immediately following such Regular Record Date, interest payments will commence on the second Interest Payment Date following the Original Issue Date, at the rate per annum set forth above, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; provided, however, that interest payable at Maturity will be payable to the Person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a special record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Company to the Holder of this Security (or one or more Predecessor Securities) not less than 15 calendar days preceding such special record date (the “Special Record Date”).

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture dated as of October 2, 1990, as supplemented from time to time (herein called the “Indenture”), among the Company and The Bank of New York, as successor to Continental Bank, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof. The Securities of this series may be denominated in different currencies, bear different dates, mature at different times and bear interest at different rates. Subject to being increased by the Company pursuant to an Officer’s Certificate, the aggregate principal amount of the Securities of this series which may be authenticated and delivered pursuant to the Indenture (except as provided therein) is $500,000,000.00.

The Company will appoint and at all times maintain a Paying Agent (which may be the Trustee) authorized by the Company to pay the principal of (and premium, if any) and interest on any Securities of this series on behalf of the Company and having an office or agency in The City of New York, New York or The City of Chicago, Illinois where Securities of this series may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to Securities of this series may be served. The Company has initially appointed The Bank of New York as such Paying Agent, with its Corporate Trust Office currently at 101 Barclay Street, New York, New York 10286. The Company will give prompt written notice to the Trustee of any change in such appointment.

Funds for the payment of the principal of (and premium, if any) and interest on this Security due in United States dollars on any Interest Payment Date or at Maturity will be made available to the Trustee on such date. As soon as possible thereafter, the Trustee will pay such funds to the Depositary (referred to below), and the Depositary will allocate and pay such funds to the owners of beneficial interests in this Security in accordance with its existing operating procedures.

The principal of (and premium, if any) and interest on this Security are payable by the Company in the Specified Currency set forth above.

Interest payments for this Security will include interest accrued to, but excluding, the Interest Payment Dates. Interest payments for this Security shall be computed and paid on the basis of a 360-day year of twelve 30-day months unless otherwise specified.

Any payment on this Security due on any day which is not a Market Day need not be made on such day, but may be made on the next succeeding Market Day with the same force and effect as if made on such due date, and no interest shall be payable on the date of payment for the period from and after such due date.

“Business Day,” with respect to any particular location, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in such location are authorized by law or regulation to close. “Market Day” means any Business Day in The City of New York.

This Security is subject to redemption at any time at the option of the Company, upon notice by first-class mail, postage prepaid, mailed not less than 30 days nor more than 60 days prior to the Redemption Date specified in such notice, at the applicable Redemption Price specified on the face hereof, but interest installments whose maturity is prior to the Redemption Date will be payable to the Holder of this Security, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. The Company may elect to redeem less than the entire principal amount hereof, provided that the principal amount, if any, of this Security that remains outstanding after such redemption is an Authorized Denomination, as defined herein. In the event of any redemption in part, the Company will not be required to (i) issue, register the transfer of, or exchange any Security during a period of 15 days next preceding the day of the first mailing of the notice of redemption of Securities selected for redemption or (ii) register the transfer or exchange of any Security, or any portion thereof, called for redemption, except the unredeemed portion of any Security being redeemed in part. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid portion will be delivered to the registered Holder upon the cancellation hereof.

“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this Security.

“Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

“Quotation Agent” means Goldman, Sachs & Co. or another Reference Treasury Dealer appointed by the Company.

“Reference Treasury Dealer” means (i) each of Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated, any other dealer selected by Goldman, Sachs & Co. or Morgan Stanley & Co. Incorporated, and the respective successors of the foregoing; provided, however, that if either of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding that Redemption Date.

This Security shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

OTHER PROVISIONS:

With respect to the Securities of this series, the term “Principal Domestic Property,” as set forth in the Indenture, shall mean “any facility (together with the land on which it is erected and fixtures comprising a part thereof) used primarily for manufacturing, processing or distribution, located in the United States, owned or leased by the Issuer or a Subsidiary and having a gross book value (without deduction for depreciation reserves) in excess of $50,000,000, other than any such facility or portion thereof which, in the opinion of the Board of Directors of the Issuer, is not of material importance to the total business conducted by the Issuer and its Subsidiaries as an entirety.”

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting, with certain exceptions as therein provided, the Holders of not less than a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the right of the Holder of this Security, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed.

The Indenture contains provisions, which apply to this Security, for defeasance of (i) the entire indebtedness of this Security and (ii) certain restrictive covenants, subject in either case to compliance by the Company with conditions set forth in the Indenture, including that in the event of defeasance pursuant to Section 10.1(A) of the Indenture, Holders of this Security shall only be able to look to the trust fund established pursuant to Section 10.1(A) for payment of principal of and premium, if any, and interest on this Security until Maturity.

As provided in the Indenture and subject to certain additional limitations set forth therein and as may be set forth above, the transfer of this Security is registrable in the Security register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series of like tenor, of Authorized Denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without interest coupons in denominations of U.S. $1,000 and any integral multiple of U.S. $1,000 in excess thereof (an “Authorized Denomination”). The Securities of this series may be issued, in whole or in part, in the form of one or more global Securities and issued to The Depository Trust Company as depositary for the global Securities of this series (the “Depositary”) or its nominee and registered in the name of the Depositary or such nominee. As provided in the Indenture and subject to certain limitations set forth therein and as may be set forth on the face hereof, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of like tenor and like terms of a different Authorized Denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentation of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture and the Securities endorsed thereon shall be governed by and construed in accordance with the laws of the State of New York.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee referred to above, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: ________ __, 2002 SARA LEE CORPORATION

____________________________________
By:
[SEAL] Title:

____________________________________
By:
Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series
designated in, and issued under, the Indenture
described herein.

THE BANK OF NEW YORK,
as Trustee


By: _________________________________________	Authorized Signatory

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM - as tenants in common

TEN ENT - as tenants by the entireties

JT TEN - as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT - ____________________ Custodian ___________________________
(Cust) (Minor)

Under Uniform Gifts to Minors Act

____________________________________________
(State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT
SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

__________________________________________________________________________________

PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE ____________________________________________________________________________

the within Security and all rights thereunder, hereby irrevocably constituting and appointing

__________________________________________________________________________________

attorney to transfer said Security on the books of the Company, with full power of substitution in the premises.


DATED: __________________________	____________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.

CH1 2535151v2

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	11/1/32
Filed on:	11/17/14	8-K
For Period end:	9/27/14	DEF 14A
	5/1/03
	10/31/02
		List all Filings

7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/13/23  Tyson Foods, Inc.                 10-K        9/30/23  119:19M
11/14/22  Tyson Foods, Inc.                 10-K       10/01/22  118:20M
11/15/21  Tyson Foods, Inc.                 10-K       10/02/21  124:19M
 2/11/21  Tyson Foods, Inc.                 10-K/A     10/03/20  131:23M
11/16/20  Tyson Foods, Inc.                 10-K       10/03/20  134:23M
 3/31/15  SEC                               UPLOAD¶    10/19/17    1:36K  Tyson Foods, Inc.
 3/13/15  SEC                               UPLOAD¶    10/19/17    1:156K Tyson Foods, Inc.

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