EXHIBIT 10.3

AMENDMENT NO. 2 dated as of June 11, 2003 (this "Amendment") to the Five-Year Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") dated as of September 24, 2001, among TYSON FOODS, INC., a Delaware corporation ("the Borrower"), the LENDERS party thereto, THE CHASE MANHATTAN BANK (now known as JPMORGAN CHASE BANK, the "Agent"), as administrative agent, MERRILL LYNCH CAPITAL CORPORATION (now known as MERRILL LYNCH BANK USA), as syndication agent, and SUNTRUST BANK as documentation agent and MIZUHO FINANCIAL GROUP (now known as MIZUHO CORPORATE BANK, LTD.) and RABOBANK INTERNATIONAL (now known as COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK INTERNATIONAL", NEW YORK BRANCH), as co-documentation agents.

A. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Credit Agreement.

B. The Borrower has requested that the Lenders amend certain provisions of the Credit Agreement. The Majority Lenders are willing to agree to such amendments on the terms and subject to the conditions of this Amendment.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Amendments.

(a) The definition of the term "IBP" contained in Section 1.01 of the Credit Agreement is hereby amended by inserting "(now known as Tyson Fresh Meats, Inc.)" between "corporation" and ".".

(b) Section 7.13 of the Credit Agreement is hereby amended by (i) deleting "March 28, 2003" set forth therein and substituting therefor "March 29, 2003", (ii) deleting "March 29, 2003" set forth therein and substituting therefor "March 30, 2003", (iii) deleting "September 26, 2003" set forth therein and substituting therefor "September 27, 2003", (iv) deleting "September 27, 2003" set forth therein and substituting therefor "September 28, 2003", (v) deleting "October 1, 2004" set forth therein and substituting therefor "October 2, 2004", (vi) deleting "October 2, 2004" set forth therein and substituting therefor "October 3, 2004", (vii) deleting "September 30, 2005" set forth therein and substituting therefor "October 1, 2005", and (viii) deleting "October 1, 2005" set forth therein and substituting therefor "October 2, 2005". As such, the Leverage Ratio table set forth in Section 7.13 of the Credit Agreement shall now read as follows:

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Period Ratio

December 29, 2001 through March 29, 2002                             5.25:1.00
March 30, 2002 through June 28, 2002                                      4.95:1.00
June 29, 2002 through September 27, 2002                               4.75:1.00
September 28, 2002 through December 27, 2002                    4.50:1.00
December 28, 2002 through March 29, 2003                           4.25:1.00
March 30, 2003 through September 27, 2003                            4.00:1.00
September 28, 2003 through October 2, 2004                         3.75:1.00
October 3, 2004 through October 1, 2005                               3.50:1.00
October 2, 2005 and thereafter                                                  3.00:1.00

(c) Each reference to "The Chase Manhattan Bank" in the Credit Agreement and in the Exhibits and Schedules to the Credit Agreement is hereby deleted and replaced with a reference to "JPMorgan Chase Bank".

Section 2. Representations and Warranties. The Borrower represents and warrants to each of the Lenders and the Administrative Agent that, after giving effect to this Amendment:

(a) the representations and warranties set forth in Article IV of the Credit Agreement are true and correct in all material respects at with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date.

(b) the Borrower is in compliance with the covenants set forth in Article VI and Article VII of the Credit Agreement as of the date hereof.

(c) no Event of Default or Default has occurred and is continuing.

Section 3. Effectiveness. This Amendment shall become effective on the date (the "Effective Date") the Agent shall have received duly executed counterparts hereof which, when taken together, bear the authorized signatures of the Borrower, the Agent and the Majority Lenders.

Section 4. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Lenders, the Syndication Agent, the Documentation Agent or the Co-Documentation Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a "Loan Document" for all purposes of the Credit Agreement and the other Loan Documents. As used therein, the terms "Agreement", "herein", "hereunder", "hereto", "hereof" and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as modified hereby.

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Section 5. Applicable Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

Section 6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 7. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[signature pages follow]

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

TYSON FOODS, INC.,

by: /s/ Dennis Leatherby

Name: Dennis Leatherby

Title: Senior Vice President, Finance
and Treasurer

JPMORGAN CHASE BANK, individually and as Administrative Agent,

by: /s/ B.B. Wuthrich

Name: B.B. WUTHRICH

Title: VICE PRESIDENT

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MERRILL LYNCH BANK USA, individually and as Syndication Agent,

by: /s/ Louis Alder
Name: LOUIS ALDER
Title: VICE PRESIDENT

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SUNTRUST BANK, individually and as Documentation Agent,

by : /s/ Hugh E. Brown
Name: HUGH E. BROWN
Title: VICE PRESIDENT

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COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK INTERNATIONAL", NEW YORK BRANCH, individually and as Documentation Agent,

by: /s/ Richard J. Beard
Name: RICHARD J. BEARD
Title: EXECUTIVE DIRECTOR

by: /s/ Ian Reece
Name: IAN REECE
Title: MANAGING DIRECTOR

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