IN THE COURT OF CHANCEIRY OF THE STATE OF DELAWARE
                              IN AND FOR NEW CASTLE COUNTY



ALAN SHAPIRO, On Behalf of Himself and. All
Others Similarly Situated,                            ) CIVIL ACTION NO.
                                                      1
                      Plaintiff,                      1

               VS.                                    ;     DERlVATIVE-1

BARBARA R. ALLEN, DAVID A. JONES, JIM                 ;
D. KEVER, JOHN H. TYSON, GERALD M.                    >
JOHNSTON, LELAND E. TOLLETT, DON                      1
TYSON, DONALD E. WRAY, LLOYD VINCENT )
HACISLEY, BARBARA TYSON, SHELBY D.
MASSEY, and JOE F. STARR,                             i

                      Defendants,                     I

       and                                            ;

TYSON FOODS, INC., a Delaware corporation,            ;

                      Nominal Defendant.              i>

       Plaintiff, by his undersigned attorneys, for his complaint against defendants, alleges the

following upon information and belief; except as to paragraph 3 hereof, which is alleged upon

personal knowledge. Plaintiffs information and belief is based upon, inter aha, the investigation

conducted by plaintiffs counsel.

                                    NATlJRE QETHl2ATHE

       1.      This is a stockholder's derivative action brought by a stockholder of Tyscln  Foods,

Inc. ("Tyson" or the "Company"), in the name and for the benefit of the Company, against the

members of Tyson's Board of Directors. Plaintiff charges that, on March 29,;!001, the Individual

Defendants improperly and without a legitimate basis attempted to terminate and breach Tyson's



multi-billion dollar agreement for the acquisition of IBP, Inc. ("IBP").  As a result of the