8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   September 18, 2006

HORMEL FOODS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-2402	41-0319970
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification
Incorporation)		Number)

1 Hormel Place

Austin, MN  55912

(Address of Principal Executive Office)

Registrant’s telephone number, including area code:  (507) 437-5611

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

On September 18, 2006, the Board of Directors of Hormel Foods Corporation (the “Company”) approved amendments and restatements of the Company’s Supplemental Executive Retirement Plan, Nonemployee Director Deferred Stock Plan, Executive Deferred Income Plan II, and Survivor Income Plan for Executives.

The Supplemental Executive Retirement Plan (SERP) was first effective on January 1, 1976, and has undergone various amendments since that time in accordance with the plan provisions.  The SERP provides supplemental retirement benefits to a select group of management or highly compensated employees who are also participants in the Company’s tax qualified, defined benefit, pension plan.  The SERP was amended and restated to comply with Section 409A of the Internal Revenue Code, and to take advantage of certain benefit savings opportunities.  A copy of the plan is attached hereto as Exhibit 10.1.

The Nonemployee Director Deferred Stock Plan was first effective on August 4, 1999, and previously restated effective November 24, 2003.  The plan provides an opportunity for nonemployee members of the Board of Directors to increase their ownership of common stock, and thereby align their interest in the long-term success of the Company with that of the other stockholders of the Company.  The plan was amended and restated to comply with Section 409A of the Internal Revenue Code.  A copy of the plan is attached hereto as Exhibit 10.2.

The Executive Deferred Income Plan II was first effective on November 1, 1992, and previously restated effective November 1, 2002.  The plan is a nonqualified, unfunded deferred compensation plan, which provides specified benefits to a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of the Company.  The plan was amended and restated to comply with Section 409A of the Internal Revenue Code.  A copy of the plan is attached hereto as Exhibit 10.3.

The Survivor Income Plan for Executives (SIPE) was first effective on December 31, 1984, and has undergone various amendments since that time in accordance with the Plan provisions.  The Plan is offered to a select group of management or highly compensated employees, and provides benefits to their spouse, eligible dependent children, or other beneficiaries upon their death.  The SIPE was amended and restated to comply with Section 409A of the Internal Revenue Code, and to take advantage of certain benefit savings opportunities.  The fourth amendment of the plan is attached hereto as Exhibit 10.4.

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Section 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(c)Exhibits furnished pursuant to Item 1.01

10.1Hormel Foods Corporation Supplemental Executive Retirement Plan (2005 Restatement)

10.2Hormel Foods Corporation Nonemployee Director Deferred Stock Plan (Plan Adopted October 4, 1999; Amended and Restated September 18, 2006)

10.3Hormel Foods Corporation Executive Deferred Income Plan II (2005 Restatement)

10.4Fourth Amendment of Hormel Survivor Income Plan for Executives (1993 Restatement)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

		HORMEL FOODS CORPORATION
		(Registrant)
Dated:	September 22, 2006	By	/s/M. J. McCOY
			M. J. McCOY
			Executive Vice President
			and Chief Financial Officer
Dated:	September 22, 2006	By	/s/J. N. SHEEHAN
			J. N. SHEEHAN
			Vice President and Controller

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EX-10.1

EXHIBIT 10.1

HORMEL

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(2005 Restatement)

First Effective January 1, 1976
As Amended and Restated Effective January 1, 2005

HORMEL
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(2005 Restatement)

TABLE OF CONTENTS

				Page
SECTION 1.	INTRODUCTION			1
	1.1.	Amendment and Restatement
		1.1.1.	Grandfathered Accrued Benefit
		1.1.2.	Non-Grandfathered Accrued Benefit
	1.2.	Unfunded Obligation
SECTION 2.	PLAN NAME			2
SECTION 3.	PARTICIPANTS			2
	3.1.	General Rule
	3.2.	Specific Exclusion
SECTION 4.	BENEFIT FOR PARTICIPANTS			2
	4.1.	General Amount Rule
	4.2.	Special Amount Rule
	4.3.	Time and Form of Payment
		4.3.1.	Time of Payment
		4.3.2.	Form of Payment
	4.4.	Forfeiture of Benefits
SECTION 5.	BENEFIT FOR BENEFICIARIES			6
	5.1.	Death Before Benefit Commencement
		5.1.1	General Amount Rule
		5.1.2.	Special Amount Rule
		5.1.3.	Time and Form of Payment
	5.2.	Death After Benefit Commencement
SECTION 6.	COMMUTATION TO LUMP SUM			8

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SECTION 7.	FUNDING			8
	7.1.	Funding
	7.2.	Hedging Investments
	7.3.	Consensual Creditor
SECTION 8.	GENERAL MATTERS			9
	8.1.	Amendment and Termination
	8.2.	ERISA Administrator
	8.3.	Limited Benefits
	8.4.	Spendthrift Provision
	8.5.	Service of Process
	8.6.	Plan Year
	8.7.	§ 162(m) Deferral
SECTION 9.	CLAIMS PROCEDURES			10
	9.1.	Determinations
	9.2.	Rules and Regulations
	9.3.	Method of Executing Instruments
	9.4.	Claims Procedure
		9.4.1.	Original Claim
		9.4.2.	Claims Review Procedure
		9.4.3.	General Rules
		9.4.4.	Deadline to File Claim
		9.4.5.	Exhaustion of Administrative Remedies
		9.4.6.	Deadline to File Legal Action
		9.4.7.	Knowledge of Fact by Participant Imputed to Beneficiary
	9.5.	Information Furnished by Participants
SECTION 10.	RULES OF CONSTRUCTION			13
	10.1.	Defined Terms
	10.2.	ERISA Status
	10.3.	IRC Status
	10.4.	Effect on Other Plans
	10.5.	Disqualification
	10.6.	Rules of Document Construction
	10.7.	References to Laws
	10.8.	Effect on Employment
	10.9.	Choice of Law

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HORMEL
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(2005 Restatement)

SECTION 1

INTRODUCTION

1.1.Amendment and Restatement.  Hormel Foods Corporation, a Delaware corporation, (hereinafter the “Principal Sponsor”) heretofore, effective January 1, 1976, established a nonqualified plan of deferred compensation which is now known as the “Hormel Supplemental Executive Retirement Plan” (the “SERP”) and reserved to itself the right to amend the SERP from time to time.  The Principal Sponsor has heretofore amended the SERP on various occasions.  By adoption of this amended and restated document entitled “Hormel Supplemental Executive Retirement Plan (2005 Restatement),” the Principal Sponsor hereby further amends and restates the SERP in its entirety.  The provisions of this restatement, which are amended to comply with section 409A of the Internal Revenue Code (added by the American Jobs Creation Act of 2004), shall apply to:  (i) the portion of each Participant’s accrued benefit under Section 4 of this SERP which constitutes the Non-Grandfathered Accrued Benefit, and (ii) the benefit for a surviving spouse or beneficiary of a deceased Participant provided under Section 5 of this SERP.  The Participant’s Grandfathered Accrued Benefit shall continue to be governed under the terms of the 2002 Restatement, as amended by a First Amendment.  For this purpose, the terms Grandfathered Accrued Benefit and Non-Grandfathered Accrued Benefit shall have the following meanings:

1.1.1.Grandfathered Accrued Benefit.  The present value, as of December 31, 2004, of the amount of benefit to which the Participant would have been entitled under this SERP if the Participant voluntarily terminated services on December 31, 2004, and received a payment of the benefits with the maximum value available from this SERP on the earliest possible date allowed under this SERP.  The Grandfathered Accrued Benefit may increase to equal the present value of the benefit the Participant actually becomes entitled to, determined under the terms of the SERP as in effect on October 3, 2004, without regard to any further services rendered by the Participant after December 31, 2004, or any other events affecting the amount of or entitlement to benefits (other than Participant election with respect to the time or form of an available benefit).

1.1.2.Non-Grandfathered Accrued Benefit.  The portion of the Employee’s accrued benefit other than the Grandfathered Accrued Benefit.

1.2.Unfunded Obligation.  The obligation of the Principal Sponsor to make payments under this SERP constitutes only the unsecured (but legally enforceable) promise of the Principal Sponsor to make such payments.  The Participant shall have no lien, prior claim or other security interest in any property of the Principal Sponsor.  If a fund is established by the Principal Sponsor in connection with this SERP, the property therein shall remain the sole and exclusive property of the Principal Sponsor.  The Principal Sponsor will pay the cost of this SERP out of its general assets.

SECTION 2

PLAN NAME

This employee benefit plan shall be referred to as the “Hormel Supplemental Executive Retirement Plan” (the “SERP”).  This document, as distinguished from the plan maintained pursuant to this document, shall be referred to as the “Hormel Supplemental Executive Retirement Plan (2005 Restatement)”  (the “SERP document”).

SECTION 3

PARTICIPANTS

3.1.General Rule.  The individuals eligible to participate in and receive benefits under this SERP (i.e., to be “Participants” under this SERP) are those individuals who are, on or after November 1, 1988, employees of the Principal Sponsor who are, on or after November 1, 1988, participants in the tax qualified, defined benefit, pension plan now known as the Hormel Foods Corporation Salaried Employees’ Pension Plan (the “Pension Plan”) and who are, on or after January 1, 1976, actively employed by the Principal Sponsor.  Any employee who has become a Participant in the SERP shall continue as a Participant until all benefits due under the SERP have been paid (or forfeited) without regard to whether he continues as a participant in the Pension Plan or an active employee.

3.2.Specific Exclusion.  Notwithstanding anything apparently to the contrary in this SERP or in any written communication, summary, resolution or document or oral communication, no individual shall be a Participant in this SERP, develop benefits under this SERP or be entitled to receive benefits under this SERP (either for himself or his survivors) unless such individual is a member of a select group of management or highly compensated employees (as that expression is used in ERISA).  If a court of competent jurisdiction, any representative of the U.S. Department of Labor or any other governmental, regulatory or similar body makes any direct or indirect, formal or informal, determination that an individual is not a member of a select group of management or highly compensated employees (as that expression is used in ERISA), such individual shall not be (and shall not have ever been) a Participant in this SERP at any time. If any person not so defined has been erroneously treated as a  Participant in this SERP, upon discovery of such error such person’s erroneous participation shall immediately terminate ab initio and upon demand such person shall be obligated to reimburse the Principal Sponsor for all amounts erroneously paid to him or her.

SECTION 4

BENEFIT FOR PARTICIPANTS

4.1.General Amount Rule.  This SERP shall pay to Participants the excess, if any, of the amount, if any, determined in “(a)” below over the amount, if any, determined in “(b)” below.

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(a)There shall be determined the amount which would have been payable to the Participant under the formula and rules of the Pension Plan (as the Pension Plan exists on the date as of which such amount is determined) but determined:

(i)without regard to the benefit limitations under section 415 of the Code; and

(ii)without regard to the compensation limitation of section 401(a)(17) of the Code; and

(iii)in the case of a Participant who is both an officer and a member of the Executive Committee on or after December 13, 1989 and who retires on an early retirement pension under the Pension Plan and after completing thirty (30) years of participation in the Pension Plan, as if there were no reduction in benefits for early commencement; and

(iv)in the case of a Participant who is both an officer and a member of the Executive Committee on or after May 22, 1989, as if the thirty-five (35) years of Benefit Service maximum did not apply; and

(v)including, when it would otherwise have been paid, income deferred under any nonqualified, unfunded, elective deferred compensation plan maintained by the Principal Sponsor; and

(vi)including each long term incentive plan award earned prior to October 29, 2006; provided, however, that if the long term incentive plan award is earned with respect to a period longer than one (1) year, the long term incentive plan award will be included as if it had been earned and received ratably over the period with respect to which it was earned; and

(vii)including, when awarded, the fair market value of stock awarded under all restricted stock plans as compensation for pension accrual purposes; and

(viii)recognizing as Eligibility Service, Benefit Service or as Vesting Service or both periods that are required to be recognized for purposes of this SERP pursuant to a separate written agreement between the Principal Sponsor and the Participant and by including in Compensation and in Average Monthly Compensation amounts that are required to be included pursuant to a separate written agreement between the Principal Sponsor and the Participant (and in either such case, the separate written agreement shall be signed on behalf of the Principal Sponsor by a member of the Board of Directors who is not a Participant in this SERP).

(b)There shall be determined the amount actually payable to the Participant from the Pension Plan.

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4.2.Special Amount Rule.  In the case of any Participant who either:

(a)had annual earnings in excess of Seventy-Five Thousand Dollars ($75,000) from the Principal Sponsor as of December 31, 1989, and had attained age fifty-five (55) years as of October 28, 1989, or

(b)had annual earnings in excess of One Hundred Thousand Dollars ($100,000) from the Principal Sponsor as of December 31, 1989, and had attained age fifty (50) years as of October 28, 1989,

the amount determined under Section 4.1(a) above shall be determined under the formula and rules of the Pension Plan as it existed on October 28, 1989 (disregarding any subsequent amendments but taking into account the Participant’s subsequent compensation and service) but only if the resulting amount would be greater than the amount determined under Section 4.1(a).

4.3.Time and Form of Payment.  This benefit (minus the withholding, payroll and other taxes which must be deducted therefrom) shall be paid to the Participant directly from the general assets of the Principal Sponsor.

4.3.1.Time of Payment.  Payment shall commence upon any one of the following events (the “Benefit Commencement Date”) as selected by the Participant within thirty (30) days of commencement of participation in the Plan (or, in accordance with transition rules under section 409A of the Internal Revenue Code, in the case of an individual who was a Participant before January 1, 2007, on or prior to December 31, 2006):

(a)the later of the first of the calendar month following attainment of age sixty (60) or the first of the month following separation from service (as that term is defined under Section 409A of the Internal Revenue Code);

(b)the later of the first of the calendar month following attainment of age sixty-two (62) or the first of the month following separation from service; or

(c)the first of the calendar month following separation from service.

Notwithstanding the foregoing, with respect to any distribution made on account of separation from service to a Participant who is a key employee (as defined under section 409A of the Internal Revenue Code and regulations thereunder), such Participant’s Benefit Distribution Date shall be the earlier of:  the date that is six (6) months after the Participant’s separation from service, or the date of the Participant’s death.  Payment shall be deemed paid as of the Benefit Distribution Date if it is made no later than the last day of the calendar year in which occurs the Benefit Distribution Date, or if later, the 15th day of the third calendar month following the Benefit Distribution Date.

4.3.2.Form of Payment.  In the absence of an affirmative written election to the contrary, payment shall be made in the applicable presumptive form of a life annuity (either the Single Life Annuity form or the Qualified Joint and Survivor Life Annuity form), as if such benefit had been paid directly from the Pension Plan pursuant to Section 4.2 of such Plan regarding presumptive forms.  Notwithstanding the foregoing:

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(a)Optional Forms of Annuity.  Before any payment has commenced, a Participant may elect to change the form of payment from one type of life annuity to another to the extent permitted under the Pension Plan, and further provided that the annuities are actuarially equivalent applying reasonable actuarial assumptions as permitted under section 409A of the Internal Revenue Code.

(b)Lump Sum (Gary Ray and Michael McCoy).   Notwithstanding the foregoing, the benefits payable to or with respect to Gary Ray and Michael McCoy under this SERP shall be paid in an actuarially equivalent single lump sum cash payment.  The payment of a lump sum to a Participant shall completely extinguish all other payments that may be due under this SERP to any other person.

(c)Small Amounts.  If the actuarially equivalent present value of the Participant’s benefits at separation from service is not more than Five Thousand Dollars ($5,000), that present value shall be paid in a single lump sum.  The payment of a lump sum to a Participant shall completely extinguish all other payments that may be due under this SERP to any other person.

4.4.Forfeiture of Benefits.  All unpaid benefits payable under this SERP to or with respect to a Participant, shall be permanently forfeited upon the determination by the Compensation Committee of the Board of Directors of the Principal Sponsor that the Participant, either before or after termination of employment:

(a)engaged in a felonious or fraudulent conduct resulting in material harm to the Principal Sponsor or an affiliate; or

(b)made an unauthorized disclosure to a competitor of any material confidential information, trade information, or trade secrets of the Principal Sponsor or an affiliate; or

(c)provided the Principal Sponsor or an affiliate with materially false reports concerning his or her business interests or employment; or

(d)made materially false representations which are relied upon by the Principal Sponsor or an affiliate in furnishing information to shareholders, auditors, or any regulatory or governmental body; or

(e)maintained an undisclosed, unauthorized and material conflict of interest in the discharge of the duties owed by the Participant to the Principal Sponsor or an affiliate; or

(f)engaged in reckless or grossly negligent activity toward the Principal Sponsor or an affiliate which is admitted or judicially proven and which results in significant harm to the Principal Sponsor or an affiliate; or

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(g)engaged during his or her employment or during a period of two (2) years after the termination of his or her employment in any employment or self-employment with a competitor of the Principal Sponsor or an affiliate within the geographical area which is then served by the Principal Sponsor or an affiliate.

Any dispute arising under or with respect to this Section shall be subject to the claims procedure set forth in Section 9.

SECTION 5

BENEFIT FOR BENEFICIARIES

5.1.Death Before Benefit Commencement.

5.1.1.General Amount Rule.  This SERP shall pay to the surviving spouse or other beneficiary of a Participant the excess, if any, of the amount, if any, determined in “(a)” below over the amount, if any, determined in “(b)” below.

(a)There shall be determined the amount which would have been payable with respect to the Participant under the formula and rules of the Pension Plan (as the Pension Plan exists on the date as of which such amount is determined) but determined:

(i)without regard to the benefit limitations of section 415 of the Code; and

(ii)without regard to the compensation limitation of section 401(a)(17) of the Code; and

(iii)in the case of a Participant who is both an officer and a member of the Executive Committee on or after December 13, 1989 and who dies after the earliest date he could have retired on an early retirement pension under the Pension Plan (without regard to whether he has or has not retired) and after completing at least thirty (30) years of participation in the Pension Plan, as if there were no reduction in benefits for early commencement; and

(iv)in the case of a Participant who is both an officer and a member of the Executive Committee on or after May 22, 1989, as if the thirty-five (35) years of Benefit Service maximum did not apply; and

(v)including, when it would otherwise have been paid, income deferred under any nonqualified, unfunded, elective deferred compensation plan maintained by the Principal Sponsor; and

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(vi)including, once earned, each long term incentive plan award; provided, however, that if the long term incentive plan award is earned with respect to a period longer than one (1) year, the long term incentive plan award will be included as if it had been earned and received ratably over the period with respect to which it was earned; and

(vii)including, when awarded, the fair market value of stock awarded under all restricted stock plans as compensation for pension accrual purposes; and

(viii)recognizing as Eligibility Service, Benefit Service or as Vesting Service or both periods that are required to be recognized for purposes of this SERP pursuant to a separate written agreement between the Principal Sponsor and the Participant and by including in Compensation and in Average Monthly Compensation amounts that are required to be included pursuant to a separate written agreement between the Principal Sponsor and the Participant (and in either such case, the separate written agreement shall be signed on behalf of the Principal Sponsor by a member of the Board of Directors who is not a Participant in this SERP).

(b)There shall be determined the amount actually payable with respect to the Participant from the Pension Plan.

5.1.2.Special Amount Rule.  In the case of any Participant who either:

(a)had annual earnings in excess of Seventy-Five Thousand Dollars ($75,000) from the Principal Sponsor as of December 31, 1989, and had attained age fifty-five (55) years as of October 28, 1989, or

(b)had annual earnings in excess of One Hundred Thousand Dollars ($100,000) from the Principal Sponsor as of December 31, 1989, and had attained age fifty (50) years as of October 28, 1989,

the amount determined under Section 5.1.1(a) above shall be determined under the formula and rules of the Pension Plan as it existed on October 28, 1989 (disregarding any subsequent amendments but taking into account the Participant’s subsequent compensation and service) but only if the resulting amount would be greater than the amount determined under Section 5.1.1(a).

5.1.3.Time and Form of Payment.  Payment shall commence upon the first of the calendar month following the Participant’s death.  Payment shall be made to the surviving spouse (or such other designated beneficiary, if applicable) in the Survivor Annuity form as provided under Section 4.2 of the Pension Plan, as if the Participant separated from service on the date of death for reasons other than death, elected to commence receipt of the Participant’s benefit in the Survivor Annuity form (upon the first of the calendar month following separation) and then immediately died.

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5.2.Death After Benefit Commencement.  The only death benefits which shall be payable under this SERP upon the death of a Participant after the Participant’s separation from service and after payment of benefits under this SERP has commenced to the Participant shall be the unpaid installments of annuity, if any, which are to be continued under the form of pension which the Participant has elected under the provisions of Section 4 hereof or which are provided automatically in the absence of the Participant’s affirmative election.

SECTION 6

COMMUTATION TO LUMP SUM

Notwithstanding the foregoing, to the extent permissible under Section 409A of the Internal Revenue Code and related Treasury regulations and guidance, if there is a termination of the SERP with respect to all Participants, the Principal Sponsor shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to immediately pay all benefits in a lump sum following such termination of the SERP.  The payment of a lump sum to a Participant under the foregoing provisions of this Section 6 shall completely extinguish all other payments that may be due under this SERP to any other person.

SECTION 7

FUNDING

7.1.Funding.  The obligation of the Principal Sponsor to make payments under this SERP constitutes only the unsecured (but legally enforceable) promise of the Principal Sponsor to make such payments.  The Participant shall have no lien, prior claim or other security interest in any property of the Principal Sponsor.  If a fund is established by the Principal Sponsor in connection with this SERP, the property therein shall remain the sole and exclusive property of the Principal Sponsor.  The Principal Sponsor will pay the cost of this SERP out of its general assets.

7.2.Hedging Investments.  If the Principal Sponsor elects to finance all or a portion of its costs in connection with this SERP through the purchase of life insurance or other investments, each Participant agrees, as a condition of participation in this SERP, to cooperate with the Principal Sponsor in the purchase of such investment to any extent reasonably required by the Principal Sponsor and relinquishes any claim he may have either for himself or any beneficiary to the proceeds of any such investment or any other rights or interests in such investment.  If a Participant fails or refuses to cooperate, then notwithstanding any other provision of this SERP the Principal Sponsor may immediately and irrevocably terminate and forfeit all benefits payable to or with respect to the Participant under this SERP.

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7.3.Consensual Creditor.  Neither the Principal Sponsor’s officers nor any member of its Board of Directors in any way secures or guarantees the payment of any benefit or amount which may become due and payable hereunder to or with respect to the Participants.  The Participants entitled at any time to payments hereunder shall look solely to the assets of the Principal Sponsor for such payments as an unsecured, general creditor.  After benefits shall have been paid to or with respect to a Participant and such payment purports to cover in full the benefit hereunder, the Participant shall have no further right or interest in the other assets of the Principal Sponsor in connection with this SERP.  Neither the Principal Sponsor nor any of its officers nor any member of its Board of Directors shall be under any liability or responsibility for failure to effect any of the objectives or purposes of this SERP by reason of the insolvency of the Principal Sponsor.

SECTION 8

GENERAL MATTERS

8.1.Amendment and Termination.  The Board of Directors of the Principal Sponsor may unilaterally amend this SERP document prospectively, retroactively or both, at any time and for any reason deemed sufficient by it without notice to any person affected by this SERP and may likewise terminate the benefits of this SERP both with regard to persons expecting to receive benefits in the future and persons already receiving benefits at the time of such action; provided, however, that such amendment or termination shall not be effective with respect to a Participant who was both an officer and a member of the Executive Committee on or after May 22, 1989 without the written consent of such Participant.  The Compensation Committee may act for the Board of Directors to amend this SERP document.

8.2.ERISA Administrator.  The Principal Sponsor shall be the plan administrator of this SERP.

8.3.Limited Benefits.  This SERP shall not provide any benefits with respect to any defined contribution plan.  This SERP shall not alter, enlarge or diminish any person’s employment rights or rights or obligations under the Pension Plan.

8.4.Spendthrift Provision.  No Participant, surviving spouse, joint or contingent annuitant or beneficiary shall have the power to transmit, assign, alienate, dispose of, pledge or encumber any benefit payable under this SERP before its actual payment to such person.  the Principal Sponsor shall not recognize any such effort to convey any interest under this SERP.  No benefit payable under this SERP shall be subject to attachment, garnishment, execution following judgment or other legal process before actual payment to such person.

8.5.Service of Process.  In the absence of any designation to the contrary by the Principal Sponsor, the Secretary of the Principal Sponsor is designated as the appropriate and exclusive agent for the receipt of service of process directed to the SERP in any legal proceeding, including arbitration, involving the SERP.

8.6.Plan Year.  The plan year for this SERP shall be the fiscal period of fifty-two (52) or fifty-three (53) weeks ending on the last Saturday in October of each year.

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8.7.§ 162(m) Deferral.  Payment will be delayed if the Principal Sponsor reasonably anticipates that the Principal Sponsor’s deduction with respect to such payment otherwise would be limited or eliminated by application of section 162(m) of the Internal Revenue Code; provided that payment shall be made at the earliest date at which the Principal Sponsor reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of section 162(m) of the Internal Revenue Code.

SECTION 9

CLAIMS PROCEDURES

9.1.Determinations.  The Compensation Committee shall make such determinations as may be required from time to time in the administration of the SERP.  The Compensation Committee shall have the sole discretion, authority and responsibility to interpret and construe the SERP and the plan document and to determine all factual and legal questions under the SERP, including but not limited to the entitlement of employees, Participants and beneficiaries and the amounts of their respective interests.  Benefits under the SERP will be paid only if the Compensation Committee decides in its discretion that an employee, Participant or Beneficiary is entitled to them.  All interested parties may act and rely upon all information reported to them hereunder and need not inquire into the accuracy thereof, nor be charged with any notice to the contrary.

9.2.Rules and Regulations.  Any rule not in conflict or at variance with the provisions hereof may be adopted by the Compensation Committee.

9.3.Method of Executing Instruments.  Information to be supplied or written notices to be made or consents to be given by the Principal Sponsor or an affiliate or the Compensation Committee pursuant to any provision of this SERP may be signed in the name of the Principal Sponsor or an affiliate by any officer or by any employee who has been authorized to make such certification or to give such notices or consents or by any Compensation Committee member.

9.4.Claims Procedure.  Until modified by the Compensation Committee, the claims procedure set forth in this Section shall be the claims procedure for the resolution of disputes and disposition of claims arising under the SERP.  An application for a distribution or benefits under Section 4 or Section 5 shall be considered as a claim for the purposes of this Section.

9.4.1.Original Claim.  Any employee, former employee, or beneficiary of such employee or former employee may, if the employee, former employee or beneficiary so desires, file with the Compensation Committee a written claim for benefits under the SERP.  Within ninety (90) days after the filing of such a claim, the Compensation Committee shall notify the claimant in writing whether the claim is upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred eighty days from the date the claim was filed) to reach a decision on the claim.  If the claim is denied in whole or in part, the Compensation Committee shall state in writing:

(a)the specific reasons for the denial,

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(b)the specific references to the pertinent provisions of this SERP on which the denial is based,

(c)a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and

(d)an explanation of the claims review procedure set forth in this Section.

9.4.2.Claims Review Procedure.  Within sixty (60) days after receipt of notice that the claim has been denied in whole or in part, the claimant may file with the Compensation Committee a written request for a review and may, in conjunction therewith, submit written issues and comments.  Within sixty (60) days after the filing of such a request for review, the Compensation Committee shall notify the claimant in writing whether, upon review, the claim was upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred twenty days from the date the request for review was filed) to reach a decision on the request for review.

9.4.3.General Rules.

(a)No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the claims procedure.  The Compensation Committee may require that any claim for benefits and any request for a review of a denied claim be filed on forms to be furnished by the Compensation Committee upon request.

(b)All decisions on claims and on requests for a review of denied claims shall be made by the Compensation Committee unless delegated.

(c)The Compensation Committee may, in its discretion, hold one or more hearings on a claim or a request for a review of a denied claim.

(d)Claimants may be represented by a lawyer or other representative at their own expense, but the Compensation Committee reserves the right to require the claimant to furnish written authorization.  A claimant’s representative shall be entitled to copies of all notices given to the claimant.

(e)The decision of the Compensation Committee on a claim and on a request for a review of a denied claim shall be served on the claimant in writing.  If a decision or notice is not received by a claimant within the time specified, the claim or request for a review of a denied claim shall be deemed to have been denied.

(f)Prior to filing a claim or a request for a review of a denied claim, the claimant or the claimant’s representative shall have a reasonable opportunity to review a copy of SERP plan document and all other pertinent documents in the possession of the Principal Sponsor and the Compensation Committee.

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9.4.4.Deadline to File Claim.  To be considered timely under the SERP’s claim and review procedure, a claim must be filed with the Compensation Committee within one (1) year after the claimant knew or reasonably should have known of the principal facts upon which the claim is based.

9.4.5.Exhaustion of Administrative Remedies.  The exhaustion of the claim and review procedure is mandatory for resolving every claim and dispute arising under this SERP.  As to such claims and disputes:

(a)no claimant shall be permitted to commence any legal action to recover Plan benefits or to enforce or clarify rights under the SERP under section 502 or section 510 of ERISA or under any other provision of law, whether or not statutory, until the claim and review procedure set forth herein have been exhausted in their entirety, and

(b)in any such legal action all explicit and all implicit determinations by the Compensation Committee (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.

9.4.6.Deadline to File Legal Action.  No legal action to recover SERP benefits or to enforce or clarify rights under the SERP under section 502 or section 510 of ERISA or under any other provision of law, whether or not statutory, may be brought by any claimant on any matter pertaining to this SERP unless the legal action is commenced in the proper forum before the earlier of:

(a)thirty (30) months after the claimant knew or reasonably should have known of the principal facts on which the claim is based, or

(b)six (6) months after the claimant has exhausted the claim and review procedure.

9.4.7.Knowledge of Fact by Participant Imputed to Beneficiary.  Knowledge of all facts that a Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a beneficiary of the Participant or otherwise claims to derive an entitlement by reference to the Participant for the purpose of applying the previously specified periods.

9.5.Information Furnished by Participants.  Neither the Principal Sponsor nor the Compensation Committee shall be liable or responsible for any error in the computation of the benefit of a Participant resulting from any misstatement of fact made by the Participant, directly or indirectly, to the Principal Sponsor or the Compensation Committee and used by them in determining the Participant’s benefit.  Neither the Principal Sponsor nor the Compensation Committee shall be obligated or required to increase the benefit of such Participant which, on discovery of the misstatement, is found to be understated as a result of such misstatement of the Participant.  However, the benefit of any Participant which is overstated by reason of any such misstatement shall be reduced to the amount appropriate for the Participant in view of the truth.  Any reduction of an benefit shall be retained in the SERP and used to reduce the next succeeding contribution of the Principal Sponsor to the SERP.

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SECTION 10

RULES OF CONSTRUCTION

10.1.Defined Terms.  Words and phrases used in this SERP with initial capital letters, which are defined in the Pension Plan documents and which are not separately defined in this SERP shall have the same meaning ascribed to them in the Pension Plan documents unless in the context in which they are used it would be clearly inappropriate to do so.

10.2.ERISA Status.  This SERP is adopted with the understanding that it is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as provided in section 201(2), section 301(3) and section 401(a)(1) of ERISA.  Each provision shall be interpreted and administered accordingly.

10.3.IRC Status.  This SERP is intended to be a nonqualified deferred compensation arrangement.  The rules of section 401(a) et. seq. of the Code shall not apply to this SERP.  The rules of section 3121(v) and section 3306(r)(2) of the Code shall apply to this SERP.

10.4.Effect on Other Plans.  This SERP shall not alter, enlarge or diminish any person’s employment rights or obligations or rights or obligations under the Pension Plan or any other plan.  It is specifically contemplated that the Pension Plan will, from time to time, be amended and possibly terminated.  All such amendments and termination shall be given effect under this SERP (it being expressly intended that except as expressly provided in Section 4.2 and Section 5.2 this SERP shall not lock in the benefit structures of the Pension Plan as they exist at the adoption of this SERP or upon the commencement of participation or commencement of benefits by any Participant).

10.5.Disqualification.  Notwithstanding any other provision of this SERP or any election or designation made under the SERP, any individual who feloniously and intentionally kills a Participant shall be deemed for all purposes of this SERP and all elections and designations made under this SERP to have died before such Participant.  A final judgment of conviction of felonious and intentional killing is conclusive for this purpose.  In the absence of a conviction of felonious and intentional killing, the Principal Sponsor shall determine whether the killing was felonious and intentional for this purpose.

10.6.Rules of Document Construction.  Whenever appropriate, words used herein in the singular may be read in the plural, or words used herein in the plural may be read in the singular; the masculine may include the feminine; and the words “hereof,” “herein” or “hereunder” or other similar compounds of the word “here” shall mean and refer to the entire SERP and not to any particular paragraph or Section of this SERP unless the context clearly indicates to the contrary.  The titles given to the various Sections of this SERP are inserted for convenience of reference only and are not part of this SERP, and they shall not be considered in determining the purpose, meaning or intent of any provision hereof.  If, under the rules of this SERP, an election, form or other document must be filed with or received by the Principal Sponsor or other person, it must be actually received to be effective.  The determination of whether or when an election, form or other document has been received by the Principal Sponsor or other person shall be made by the Principal Sponsor on the basis of what documents are acknowledged by the Principal Sponsor or other person to be in its actual possession without regard to any “mailbox rule” of similar rule of evidence.  The absence of a document in the

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Principal Sponsor’s or other person’s records and files shall be conclusive and binding proof that the document was not received.  Notwithstanding any thing apparently to the contrary contained in this SERP document, the SERP document shall be construed and administered to prevent the duplication of benefits provided under this SERP and any other qualified or nonqualified plan maintained in whole or in part by the Principal Sponsor.

10.7.References to Laws.  Any reference in this SERP to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation.

10.8.Effect on Employment.  Neither the terms of this SERP nor the benefits hereunder nor the continuance thereof shall be a term of the employment of any employee.  The Principal Sponsor shall not be obliged to continue the SERP.  The terms of this SERP shall not give any employee the right to be retained in the employment of the Principal Sponsor.

10.9.Choice of Law.  This instrument has been executed and delivered in the State of Minnesota and has been drawn in conformity to the laws of that State and shall, except to the extent that federal law is controlling, be construed and enforced in accordance with the laws of the State of Minnesota.

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EX-10.2

EXHIBIT 10.2

HORMEL FOODS CORPORATION

NONEMPLOYEE DIRECTOR DEFERRED STOCK PLAN

(Plan Adopted October 4, 1999; Amended and Restated September 18, 2006)

1.Introduction.

1.1.Plan History.  The Hormel Foods Corporation Nonemployee Director Deferred Stock Plan (the “Plan”) was first adopted October 4, 1999 and first restated November 24, 2003 (collectively, the “Prior Plan Documents”).  Deferred compensation credited under the Plan which relates entirely to services performed on or before December 31, 2004 shall continue to be governed by the terms of the Prior Plan Documents.  Deferred compensation credited under the Plan which relates all or in part to services performed on or after January 1, 2005 shall be governed by the terms of this Plan restatement, the terms of which are intended to comply with the deferred compensation provisions in the American Jobs Creation Act of 2004.

1.2.Purpose.  The purpose of the Plan is to provide an opportunity for nonemployee members of the Board of Directors (the “Board”) of Hormel Foods Corporation (the “Company”) to increase their ownership of the Common Stock, par value $.0586 per share, of the Company (“Common Stock”), and thereby align their interest in the long-term success of the Company with that of the other stockholders of the Company.  This will be accomplished by allowing each participating director to elect voluntarily to defer all or a portion of his or her retainer and meeting fees into the right to receive shares of Common Stock at a later date pursuant to elections made by such director under this Plan.

2.Eligibility.  Individuals who are members of the Board of the Company (“Directors”) and who are not also officers or other employees of the Company or its subsidiaries are eligible to participate in this Plan (“Eligible Directors”).

3.Administration.  This Plan will be administered by the Compensation Committee of the Board (the “Committee”), which is composed solely of two or more Nonemployee Directors (as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).  All questions of interpretation of this Plan will be determined by the Committee, and each determination, interpretation or other action that the Committee makes or takes pursuant to the provisions of this Plan will be conclusive and binding for all purposes and on all persons.  The Committee will not be liable for any action or determination made in good faith with respect to this Plan.

4.Election to Defer Receipt of Retainer and Fees.

4.1.Election to Defer Cash Compensation.  Each Eligible Director who decides to participate in this Plan (a “Participating Director”) may irrevocably elect to defer receipt of cash equal to 25%, 50%, 75% or 100% of the annual cash retainer (“Retainer”) payable to that Director for services to be rendered as a Director in the “Plan Year” (as defined below) following such election and 25%, 50%, 75% or 100% of the meeting fees payable for attendance at Board meetings or meetings of

Committees of the Board (“Meeting Fees”) otherwise payable to such Director for services performed after the effective date of the Deferral Election (as defined in Section 4.2).  As of the date of adoption of this amended and restated Plan, Eligible Directors are customarily paid the Retainer one-half on February 1 and one-half on August 1 of each year, and Meeting Fees are paid on the day of the meeting.  As used herein, “Plan Year” means the 12-month period which runs from January 1 through December 31.  The amounts to be deferred will be in the form of Common Stock units credited to an account for the Participating Director (a “Deferred Stock Account”).  No shares of Common Stock will be issued to a Participating Director until he or she receives a payment under the Plan pursuant to Section 6.

4.2.Manner of Making Deferral Election.  A Participating Director may elect to defer payment of Retainer and Meeting Fees pursuant to this Plan by filing, no later than December 31 of each year (or by such earlier date as the Committee shall determine), an irrevocable election with the Committee on a form provided for that purpose (“Deferral Election”).  The Deferral Election shall be effective with respect to the Retainer and Meeting Fees otherwise payable for services performed during the following Plan Year unless the Participating Director shall revoke or change the election in accordance with the procedure set forth in Section 4.6.  The Deferral Election form shall specify an amount to be deferred expressed as a percentage of the Participating Director’s Retainer and Meeting Fees.

4.3.Credits to Deferred Stock Account for Deferrals.  On the last business day of each calendar quarter of the Plan Year (the “Credit Date”), a Participating Director shall receive a credit to his or her Deferred Stock Account.  The amount credited shall be in the form of stock units in a number equal to the number of shares of Common Stock (rounded to the nearest one-hundredth of a share) determined by dividing (i) the product of an amount equal to the Retainer and Meeting Fees specified for deferral that would otherwise have been paid to the Participating Director for the applicable calendar quarter multiplied by 105% by (ii) the Fair Market Value of one share of Common Stock on the Credit Date.

4.4.Dividend Credit.  Each time a dividend is paid on the Common Stock, the Participating Director shall receive a credit of stock units to his or her Deferred Stock Account equal to either the number of shares (if a stock dividend is paid) or that number of shares of Common Stock (rounded to the nearest one-hundredth of a share) having a Fair Market Value on the dividend payment date (if a cash dividend is paid) equal to the amount of the dividend that would have been payable on the number of shares of Common Stock equal to the number of stock units credited to the Participating Director’s Deferred Stock Account on the dividend record date.

4.5.Fair Market Value.  For purposes of converting dollar amounts into shares of Common Stock, the Fair Market Value of each share of Common Stock shall be equal to the closing price of one share of the Company’s Common Stock on the New York Stock Exchange-Composite Transactions (or such other principal stock exchange on which the Common Stock may then be listed) on the last business day of the applicable calendar quarter of the Plan Year for credits under Section 4 or the applicable payment date pursuant to Section 6.

4.6.Change in Election.  Prior to the first day of the Plan Year for which a Deferral Election is to become effective, each Participating Director may irrevocably elect in writing to change

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a Deferral Election, either to change the percentage of such Director’s Retainer and Meeting Fees to be deferred or to discontinue making deferrals and currently receive the entire Retainer and Meeting Fees in cash (an “Amended Election”).  Once a Deferral Election becomes effective as of the first day of a Plan Year, such election shall be irrevocable, and an Amended Election may only be made with respect to Retainer and Meeting Fees paid for services performed on or after the first day of the Plan Year commencing after the date of receipt of such Amended Election by the Company.

4.7.Termination of Service as a Director.  If a Participating Director leaves the Board before the conclusion of any Plan Year calendar quarter, he or she will be paid the quarterly installment of the Retainer and Meeting Fees entirely in cash, notwithstanding that a Deferral Election or Amended Election is on file with the Committee.  The date of termination of a Participating Director’s service as a Director of the Company will be deemed to be the date of termination recorded on the personnel or other records of the Company or the Board.

5.Shares Available for Issuance.

5.1.Maximum Number of Shares Available.  Subject to adjustment pursuant to Section 5.2, the maximum number of shares of Common Stock that shall be available for issuance under this Plan shall be 300,000.  Shares issuable under this Plan may be either authorized but unissued shares, shares held in the treasury of the Company or shares acquired on the open market or otherwise.

5.2.Adjustments to Shares.  In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or extraordinary dividend, an appropriate adjustment will be made in the number and/or kind of securities available for issuance under this Plan to prevent either the dilution or the enlargement of the rights of the Eligible Directors and Participating Directors.

6.Deferral Payment.

6.1.Deferral Payment Election.  At the time of making the Deferral Election, each Participating Director shall also complete a deferral payment election specifying one of the payment options described in Sections 6.2 and 6.3, and the year following separation from service (as that term is defined under Section 409A of the Internal Revenue Code) in which amounts credited to the Participating Director’s Deferred Stock Account shall be paid in a lump sum pursuant to Section 6.2, or in which installment payments shall commence pursuant to Section 6.3.  The deferral payment election shall be irrevocable as to all amounts credited to the Participating Director’s Deferred Stock Account.  The Participating Director may change the deferral payment election by means of a subsequent deferral payment election in writing that will take effect for deferrals credited for Plan Years after the date the Company receives such subsequent deferral payment election.

6.2.Payment of Deferred Stock Accounts in a Lump Sum.  Unless a Participating Director elects to receive payment of his or her Deferred Stock Account in installments as described in Section 6.3, credits to a Participating Director’s Deferred Stock Account shall be payable in full on February 15 of the year following the Participating Director’s separation from service (or the first business day thereafter) or such other later date as elected by the Participating Director pursuant to

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Section 6.1.  All payments shall be made in shares of Common Stock, with one share of Common Stock issued for each stock unit credited to the Participating Director’s Deferred Stock Account, plus cash in lieu of any fractional share.

6.3.Payment of Deferred Stock Accounts in Installments.  A Participating Director may elect to have his or her Deferred Stock Account paid in annual installments commencing the year following termination of service as a Director or commencing in a later year as elected by the Participating Director pursuant to Section 6.1.  All payments shall be made in shares of Common Stock, with one share of Common Stock issued for each stock unit credited to the Participating Directors Deferred Stock Account, plus cash in lieu of any fractional share.  All installment payments shall be made annually on February 15 of each year (or the first business day thereafter).  The amount of each installment payment shall be computed as the number of shares credited to the Participating Director’s Deferred Stock Account on the relevant installment payment date, multiplied by a fraction, the numerator of which is one and the denominator of which is the total number of installments elected (not to exceed five) minus the number of installments previously paid.  Amounts paid prior to the final installment payment shall be rounded to the nearest whole number of shares; the final installment payment shall be for the whole number of stock units then credited to the Participating Director’s Deferred Stock Account, together with cash in lieu of any fractional share.

6.4.Change in Control.  Notwithstanding the foregoing, in the event of a Participating Director’s separation from service within six months following a Change of Control (as defined in Section 11), credits to a Participating Director’s Deferred Stock Account shall be paid in a lump sum (notwithstanding any prior election to the contrary) to the Participating Director or the Participating Director’s beneficiary or estate, as the case may be, in whole shares of Common Stock (together with cash in lieu of a fractional share).

6.5.Key Employees.  Notwithstanding the foregoing, if a Participating Director is a “key employee” (as that term is defined under Section 409A), the Director’s Deferred Stock Account following separation from service shall be payable no earlier than six months after such separation from service.

7.Limitation on Rights of Eligible and Participating Directors.

7.1.Service as a Director.  Nothing in this Plan will interfere with or limit in any way the right of the Company’s Board or its stockholders to remove an Eligible Director or Participating Director from the Board.  Neither this Plan nor any action taken pursuant to it will constitute or be evidence of any agreement or understanding, express or implied, that the Company’s Board or its stockholders have retained or will retain an Eligible Director or Participating Director for any period of time or at any particular rate of compensation.

7.2.Nonexclusivity of the Plan.  Nothing contained in this Plan is intended to effect, modify or rescind any of the Company’s existing compensation plans or programs or to create any limitations on the Board’s power or authority to modify or adopt compensation arrangements as the Board may from time to time deem necessary or desirable.

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8.Plan Amendment, Modification and Termination.  The Board may suspend or terminate this Plan at any time.  The Board may amend this Plan from time to time in such respects as the Board may deem advisable in order that this Plan will conform to any change in applicable laws or regulations or in any other respect that the Board may deem to be in the Company’s best interests.  If there is a termination of the Plan with respect to all Participants, the Board shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to amend the Plan to immediately pay all benefits in a lump sum following such Plan termination, to the extent permissible under Section 409A of the Internal Revenue Code.

9.Effective Date and Duration of the Plan.  This Plan shall become effective as of the date the Board approves this Plan and will continue until the earlier to occur of (i) the termination of the Plan by Board or (ii) the tenth anniversary of the date of approval of this Plan by the Board.

10.Participants Are General Creditors of the Company.  The Participating Directors and beneficiaries thereof shall be general, unsecured creditors of the Company with respect to any payments to be made pursuant to this Plan and shall not have any preferred interest by way of trust, escrow, lien or otherwise in any specific assets of the Company.  Although the Company expects to set aside monies or other assets to meet its obligations hereunder (there being no obligation to do so), the same shall, nevertheless, be regarded as a part of the general assets of the Company subject to the claims of its general creditors, and neither any Participating Director nor any beneficiary thereof shall have a legal, beneficial or security interest therein.

11.Change of Control.  “Change of Control” means any one of the following events:

(a)The acquisition by any person, entity or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) the Exchange Act, other than The Hormel Foundation, the Company or any of its wholly owned subsidiaries, or any employee benefit plan of the Company and/or any of its wholly owned subsidiaries, of beneficial ownership (within the meaning of Rule 13d 3 promulgated under the Exchange Act) of 20% or more of either the then outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding voting securities in a transaction or series of transactions not approved in advance by a vote of at least three quarters of the Continuing Directors (as defined below); or

(b)Individuals who, as of the effective date of the Plan, constitute the Board of Directors of the Company (the “Continuing Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the effective date of the Plan whose election, or nomination for election by the Company’s stockholders, was approved in advance by a vote of at least three quarters of the Continuing Directors (other than a nomination of an individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of the directors of the Company or other actual or threatened solicitation of proxies or consents by or on behalf of a person, entity or “group” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than the Board) shall be, for purposes of this Plan, considered as a Continuing Director; or

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(c)Approval by the stockholders of the Company of a reorganization, merger, consolidation, liquidation or dissolution of the Company or of the sale (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company other than a reorganization, merger, consolidation, liquidation, dissolution or sale approved in advance by three quarters of the Continuing Directors; or

(d)The first purchase under any tender offer or exchange offer (other than an offer by the Company or any of its wholly owned subsidiaries) pursuant to which shares of Common Stock are purchased.

12.Miscellaneous.

12.1.Securities Law and Other Restrictions.  Notwithstanding any other provision of this Plan or any Deferral Election or Amended Election delivered pursuant to this Plan, the Company will not be required to issue any shares of Common Stock under this Plan and a Participating Director may not sell, assign, transfer or otherwise dispose of shares of Common Stock issued pursuant to this Plan, unless (a) there is in effect with respect to such shares a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) and any applicable state securities laws or an exemption from such registration under the Securities Act and applicable state securities laws and (b) there has been obtained any other consent, approval or permit from any other regulatory body that the Committee, in its sole discretion, deems necessary or advisable.  The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary or advisable by the Company, in order to comply with such securities law or other restriction.

12.2.Governing Law.  The validity, construction, interpretation, administration and effect of this Plan and any rules, regulations and actions relating to this Plan will be governed by and construed exclusively in accordance with the internal laws (without regard to conflict of laws principles) of the State of Delaware.

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EX-10.3

EXHIBIT 10.3

Hormel Foods Corporation

Executive Deferred Income Plan II

Master Plan Document (2005 Restatement)

As Amended and Restated

Effective January 1, 2005

TABLE OF CONTENTS

			Page
ARTICLE 1	Definitions		1
ARTICLE 2	Selection, Enrollment, Eligibility		9
	2.1	Selection by Committee
	2.3	Enrollment and Eligibility Requirements; Commencement of Participation
	2.3	Termination of Participation and/or Deferrals
ARTICLE 3	Deferral Commitments/Discretionary Contribution Amounts/Profit Sharing Amounts/Vesting/Crediting/Taxes		10
	3.1	Minimum Deferrals
	3.2	Maximum Deferral
	3.3	Election to Defer; Effect of Election Form
	3.4	Withholding and Crediting of Annual Deferral Amounts
	3.5	Annual Discretionary Contribution Amount
	3.6	Annual Profit Sharing Amount
	3.8	Vesting
	3.8	Crediting/Debiting of Account Balances
	3.9	FICA and Other Taxes
ARTICLE 4	Deduction Limitation		16
	4.1	Deduction Limitation on Benefit Payments
ARTICLE 5	In-Service Distribution; Unforeseeable Financial Emergencies; Withdrawal Election		17
	5.1	In-Service Distribution
	5.2	Other Benefits Take Precedence Over In-Service Distributions
	5.3	Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies
ARTICLE 6	Change In Control Benefit		18
	6.1	Change in Control Benefit
	6.2	Payment of Change in Control Benefit
ARTICLE 7	Retirement Benefit		19
	7.1	Retirement Benefit
	7.2	Payment of Retirement Benefit
ARTICLE 8	Termination Benefit		20

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	8.1	Termination Benefit
	8.2	Payment of Termination Benefit
ARTICLE 9	Disability Waiver and Benefit		21
	9.1	Disability Waiver
	9.2	Continued Eligibility; Disability Benefit
ARTICLE 10	Survivor Benefit		22
	10.1	Survivor Benefit
	10.2	Payment of Survivor Benefit
ARTICLE 11	Forfeiture of Benefits		22
	11.1	Forfeiture of Benefits
ARTICLE 12	Beneficiary Designation		23
	12.1	Right to Designate
	12.2	Failure of Designation
	12.3	Disclaimers by Beneficiaries
	12.4	Definitions
	12.5	Special Rules
	12.6	No Spousal Rights
	12.7	Death Prior to Full Distribution
	12.8	Discharge of Obligations
ARTICLE 13	Leave of Absence		25
	13.1	Paid Leave of Absence
	13.2	Unpaid Leave of Absence
ARTICLE 14	Termination, Amendment or Modification		26
	14.1	Termination
	14.2	Amendment
	14.3	Plan Agreement
	14.4	Effect of Payment
ARTICLE 15	Administration		27
	15.1	Committee Duties
	15.2	Administration Upon Change In Control
	15.3	Agents
	15.4	Binding Effect of Decisions
	15.5	Indemnity of Committee
	15.6	Employer Information

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ARTICLE 16	Other Benefits and Agreements		28
	16.1	Coordination with Other Benefits
ARTICLE 17	Claims Procedures		28
	17.1	Presentation of Claim
	17.2	Notification of Decision
	17.3	Review of a Denied Claim
	17.4	Decision on Review
	17.5	Legal Action
ARTICLE 18	Trust		30
	18.1	Establishment of the Trust
	18.2	Interrelationship of the Plan and the Trust
	18.3	Distributions From the Trust
ARTICLE 19	Miscellaneous		30
	19.1	Status of Plan
	19.2	Unsecured General Creditor
	19.3	Employer’s Liability
	19.4	Nonassignability
	19.5	Not a Contract of Employment
	19.6	Furnishing Information
	19.7	Terms
	19.8	Captions
	19.9	Governing Law
	19.10	Notice
	19.11	Successors
	19.12	Spouse’s Interest
	19.13	Validity
	19.14	Incompetent
	19.15	Court Order
	19.16	Insurance

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HORMEL FOODS CORPORATION
EXECUTIVE DEFERRED INCOME PLAN II
(2005 Restatement)

Amended and Restated Effective January 1, 2005

History and Purpose

HORMEL FOODS CORPORATION, a Delaware corporation (hereinafter, the “Company”), has previously established a nonqualified, unfunded deferred compensation plan (the “Plan”) which is currently embodied in a document titled “HORMEL FOODS CORPORATION EXECUTIVE DEFERRED INCOME PLAN II (2002 Restatement),” effective November 1, 2002, as amended (the “Prior Plan Statement”).  Deferred compensation credited under the Plan which relates entirely to services performed on or before December 31, 2004 shall continue to be governed by the terms of the Prior Plan Statement, attached hereto as Appendix A.  Deferred compensation credited under the Plan which relates all or in part to services performed on or after January 1, 2005 shall be governed by the terms of this Plan restatement, the terms of which are intended to comply with the deferred compensation provisions in the American Jobs Creation Act of 2004.

The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of Hormel Foods Corporation and its Affiliates and/or subsidiaries, if any, that sponsor this Plan.  This Plan shall be administered and construed so that it is unfunded for tax purposes and for purposes of Title I of ERISA.

ARTICLE 1
Definitions

For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1“Account Balance” shall mean, with respect to a Participant, a credit on the records of the Employer equal to the sum of (i) the Deferral Account balance, (ii) the Discretionary Contribution Account balance, and (iii) the Profit Sharing Account balance.  The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2“Affiliate” shall mean a business entity which is affiliated in ownership with the Principal Sponsor or an Employer and is recognized as an Affiliate by the Principal Sponsor for the purposes of this Plan.

1.3“Annual Deferral Amount” shall mean that portion of a Participant’s Base Annual Salary, Bonus, LTIP Amounts, Operator Share Dividends and Operator Share Bonus that a Participant defers in accordance with Article 3 for any one Plan Year.  In the event of a Participant’s Retirement, Disability (if deferrals cease in accordance with Section 9.1), death or a Termination of Employment prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event.

1.4“Annual Discretionary Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.

1.5“Annual Profit Sharing Amount” for any one Plan Year shall be the amount determined in accordance with Section 3.6.

1.6“Base Annual Salary” shall mean the annual cash compensation relating to services performed during any calendar year, excluding operator share dividends, bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, director fees and other fees, and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income).  Base Annual Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee.

1.7“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 12, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.8“Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.9“Benefit Distribution Date” shall mean the date that triggers distribution of a Participant’s Account Balance.  A Participant’s Benefit Distribution Date shall be determined upon the occurrence of any one of the following events, whichever is earliest:

(a)The date selected by the Participant (in connection with his or her commencement of participation in the Plan) from among the following (provided, however, that in the event the Participant changes his or her Retirement Benefit or Termination Benefit election in accordance with Section 7.2 or Section 8.2, respectively, his or her Benefit Distribution Date under this paragraph (a) shall be postponed in accordance with such Section):

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(i)The date on which the Participant Retires or experiences a Termination of Employment (except that, in the case of a Participant who is a Specified Employee, the date that is six months and one day immediately following the date on which the Participant Retires or experiences a Termination of Employment);

(ii)The January 1 immediately following the date on which the Participant Retires or experiences a Termination of Employment (except that, in the case of a Participant who is a Specified Employee, the date that is six months and one day immediately following the date on which the Participant Retires or experiences a Termination of Employment, if later than such January 1);

(iii)The later of:  (1) the date designated in (i) above; or (2) the Participant’s attainment of an age specified by the Participant (which cannot be later than age 65); or

(iv)The later of:  (1) the date designated in (ii) above; or (2) the January 1 immediately following the Participant’s attainment of an age specified by the Participant (which cannot be later than age 65);

(b)The date on which the Committee is provided with proof that is satisfactory to the Committee of the Participant’s death, if the Participant dies prior to the complete distribution of his or her vested Account Balance; or

(c)The date on which the Committee determines the Participant is Disabled.

1.10“Board” shall mean the board of directors of the Principal Sponsor.

1.11“Bonus” shall mean any compensation, in addition to Base Annual Salary, LTIP Amounts, Operator Share Dividends and Operator Share Bonus, payable to a Participant during a Plan Year, under any bonus and cash incentive plans, excluding stock options.

1.12“Change in Control” shall mean any of the following events or transactions:

(a)A change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Principal Sponsor is then subject to such reporting requirement.

(b)The public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Principal Sponsor or any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that such person has become the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Principal Sponsor:

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(i)Representing twenty percent (20%) or more of the combined voting power of the Principal Sponsor’s then outstanding securities unless the transaction resulting in such ownership has been approved in advance by the “Continuing Directors” (as hereinafter defined), or

(ii)Representing more than fifty percent (50%) of the combined voting power of the Principal Sponsor’s then outstanding securities (regardless of any approval by the Continuing Directors).

Provided, however, that notwithstanding the foregoing, no Change in Control shall be deemed to have occurred by reason of the ownership of twenty percent (20%) or more of the total voting capital stock of the Principal Sponsor then issued and outstanding by:

(i)The Principal Sponsor, any subsidiary of the Principal Sponsor or any employee benefit plan of the Principal Sponsor or of any subsidiary of the Principal Sponsor or any entity holding shares of the Stock organized, appointed or established for, or pursuant to the terms of, any such plan (any such person or entity described in this clause is referred to herein as a “Principal Sponsor Entity”), or

(ii)The Hormel Foundation.

(c)The announcement of a tender offer by any person or entity (other than a Principal Sponsor Entity) for twenty percent (20%) or more of the Principal Sponsor’s voting capital stock then issued and outstanding, which tender offer has not been approved by the Board, a majority of the members of which are the Continuing Directors, and recommended to the stockholders of the Principal Sponsor.

(d)The Continuing Directors cease to constitute a majority of the Principal Sponsor’s Board of Directors.

(e)The stockholders of the Principal Sponsor approve:

(i)Any consolidation or merger of the Principal Sponsor in which the Principal Sponsor is not the continuing or surviving Principal Sponsor or pursuant to which shares of Principal Sponsor stock would be converted to cash, securities or other property, other than a merger of the Principal Sponsor in which the stockholders immediately prior to the merger have the same proportionate ownership of stock of the surviving Principal Sponsor immediately after the merger; or

(ii)Any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Principal Sponsor; or

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(iii)Any plan of liquidation or dissolution of the Principal Sponsor.

For purposes of this definition:

(i)“Continuing Director” shall mean any person who is a member of the Board of Directors of the Principal Sponsor, while such person is a member of the Board of Directors, who is not an “Acquiring Person” (as defined below) or an “Affiliate” or “Associate” (each term as defined below) of an Acquiring Person, or a representative of an Acquiring Person or of any such Affiliate or Associate, and who

(A)was a member of the Board of Directors on the date of this Plan as first written above or

(B)subsequently becomes a member of the Board of Directors,

if such person’s initial nomination for election or initial election to the Board of Directors is recommended or approved by a majority of the Continuing Directors.

(ii)“Acquiring Person” shall mean any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who or which, together with all Affiliates and Associates of such person, is the “beneficial owner” (as defined in Rule 13(d)-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Principal Sponsor representing twenty percent (20%) or more of the combined voting power of the Principal Sponsor’s then outstanding securities, but shall not include the Hormel Foundation or any Principal Sponsor Entity.

(iii)“Affiliate” and “Associate” shall have their respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

1.13“Change in Control Benefit” shall have the meaning set forth in Article 6.

1.14“Claimant” shall have the meaning set forth in Section 17.1.

1.15“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.16“Committee” shall mean the committee described in Article 15.

1.17“Crediting Rate” shall mean, for each Plan Year, an interest rate that is 120% of the applicable federal long-term rate, as determined by the Compensation Committee of the Board, in its sole discretion, and communicated to Participants, prior to the beginning of each Plan Year.

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1.18“Deduction Limitation” shall mean the limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan, as set forth in Article 4.

1.19“Deferral Account” shall mean (i) the sum of all of a Participant’s Annual Deferral Amounts, plus (ii) amounts credited in accordance with all the applicable crediting and debiting provisions of this Plan that relate to the Participant’s Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account.

1.20“Disability” or “Disabled” shall mean that a Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Participant’s Employer.

1.21“Disability Benefit” shall mean the benefit set forth in Article 9.

1.22“Discretionary Contribution Account” shall mean (i) the sum of the Participant’s Annual Discretionary Contribution Amounts, plus (ii) amounts credited or debited in accordance with all the applicable crediting and debiting provisions of this Plan that relate to the Participant’s Discretionary Contribution Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Discretionary Contribution Account.

1.23“Election Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

1.24“Employee” shall mean a person who is an employee of any Employer.

1.25“Employer(s)” shall mean the Principal Sponsor and/or any of its Affiliates and/or subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor.

1.26“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.27“In-Service Distribution” shall mean the distribution set forth in Section 5.1.

1.28“Installment Method” shall mean a series of payments, payable either monthly or annually, over the number of years selected by the Participant.  The Participant’s vested Account Balance shall be payable pursuant to a Monthly Installment Method over the number of years selected by the Participant in accordance with this Plan.

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1.29“LTIP Amounts” shall mean any compensation payable to a Participant as an Employee under any Employer’s long-term incentive plan or any other long-term incentive arrangement designated by the Committee which is eligible for deferral in accordance with Article 3, and includes payments made under the Hormel Foods Corporation Long Term Incentive Plan.

1.30“Monthly Installment Method” shall be a monthly installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows:  (i) for the first monthly installment, the Participant’s vested Account Balance shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Committee in its sole discretion, and (ii) for remaining monthly installments, the Participant’s vested Account Balance shall be calculated as of the close of business on or around on the last business day of the preceding month, as determined by the Committee in its sole discretion.  Each monthly installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one and the denominator of which is the remaining number of monthly payments due the Participant.  By way of example, if the Participant elects a ten (10) year Monthly Installment Method, the first payment shall be 1/120 of the Participant’s vested Account Balance calculated as described in this definition.  The following month, the payment shall be 1/119 of the Participant’s vested Account Balance calculated as described in this definition.

1.31“Operator Share Bonus” shall mean any compensation payable to a Participant during the Principal Sponsor’s fiscal year under the Hormel Foods Corporation Operator Share Incentive Compensation Plan.

1.32“Operator Share Dividends” shall mean any quarterly dividends payable to a Participant in cash during the Principal Sponsor’s fiscal year under the Hormel Foods Corporation Operator Share Incentive Compensation Plan.

1.33“Participant” shall mean any Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement and an Election Form, (iv) whose signed Plan Agreement and Election Form are accepted by the Committee, (v) who commences participation in the Plan, and (vi) whose Plan Agreement has not terminated.  A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an account balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.

1.34“Plan” shall mean the Hormel Foods Corporation Executive Deferred Income Plan II (2005 Restatement), which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.

1.35“Plan Agreement” shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant.  Each Plan Agreement executed by a Participant and the Participant’s Employer shall provide for the entire benefit to

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which such Participant is entitled under the Plan; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement.  The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant.

1.36“Plan Year” shall mean a period beginning on January 1 of each year and continuing through December 31 of such year.

1.37“Principal Sponsor” shall mean Hormel Foods Corporation, a Delaware corporation, and any successor to all or substantially all of the Hormel Foods Corporation’s assets or business.

1.38“Profit Sharing Account” shall mean (i) the sum of all of a Participant’s Annual Profit Sharing Amounts, plus (ii) amounts credited in accordance with all the applicable crediting and debiting provisions of this Plan that relate to the Participant’s Profit Sharing Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Profit Sharing Account.

1.39“Profit Sharing Plan” shall mean the Hormel Foods Corporation Joint Earnings Profit Sharing Trust Plan.

1.40“Retirement”, “Retire(s)” or “Retired” shall mean, with respect to an Employee, separation from service (as that term is defined under Section 409A of the Code) from all Employers on or after the earlier of the attainment of age sixty-five (65) or (b) age fifty-five (55) with fifteen (15) Years of Service for any reason other than a leave of absence, death or Disability.

1.41“Retirement Benefit” shall mean the benefit set forth in Article 7.

1.42“Specified Employee” shall mean a key employee of the Employer or an Affiliate, within the meaning of Section 409A of the Code and regulations issued thereunder.  In determining whether a Participant is a key employee, the identification date to be used shall be December 31.

1.43“Stock” shall mean Hormel Foods Corporation common stock, $0.01 par value, or any other equity securities of the Principal Sponsor designated by the Committee.

1.44“Survivor Benefit” shall mean the benefit set forth in Article 10.

1.45“Termination Benefit” shall mean the benefit set forth in Article 8.

1.46“Termination of Employment” shall mean the separation from service (as that term is defined under Section 409A of the Code) with all Employers, voluntarily or involuntarily, for any reason other than Retirement, Disability, death or an authorized leave of absence.  A transfer of

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employment with an Employer to employment with an Affiliate of an Employer shall not constitute a Termination of Employment.  If an Employer who is an Affiliate (i.e., not the Principal Sponsor) ceases to be an Affiliate because of a sale of substantially all the stock or assets of that Employer, then Participants who are employed by that Employer and who cease to be employed by that Employer in connection with the sale of substantially all the stock or assets of that Employer shall be deemed to have thereby had a Termination of Employment for the purposes of commencing distributions from this Plan.

1.47“Trust” shall mean one or more trusts established pursuant to that certain Master Trust Agreement between the Principal Sponsor and the trustee named therein, as amended from time to time.

1.48“Unforeseeable Financial Emergency” shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, or a dependent of the Participant, (ii) a loss of the Participant’s property due to casualty, or (iii) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

1.49“Years of Service” shall mean the total number of full years in which a Participant has been employed by one or more Employers.  For purposes of this definition, a year of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the Employee’s date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date.  The Committee shall make a determination as to whether any partial year of employment shall be counted as a Year of Service.

ARTICLE 2
Selection, Enrollment, Eligibility

2.1Selection by Committee.  Participation in the Plan shall be limited to a select group of management and highly compensated Employees of the Employer, as determined by the Committee in its sole discretion.  From that group, the Committee shall select, in its sole discretion, Employees to participate in the Plan.

2.2Enrollment and Eligibility Requirements; Commencement of Participation.

(a)As a condition to participation, each selected Employee who is eligible to participate in the Plan effective as of the first day of a Plan Year shall complete, execute and return to the Principal Sponsor an Election Form and a Beneficiary Designation Form prior to the first day of such Plan Year, or such other earlier deadline as may be established by the Committee in its sole discretion.  In addition, the Committee shall establish from time to

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time such other enrollment requirements as it determines in its sole discretion are necessary.

(b)A selected Employee who first becomes eligible to participate in this Plan after the first day of a Plan Year must complete these requirements within 30 days after he or she first becomes eligible to participate in the Plan, or within such other earlier deadline as may be established by the Committee, in his or her sole discretion, in order to participate for that Plan Year.  In such event, such person’s participation in this Plan shall not commence earlier than 30 days after he or she first becomes eligible to participate in the Plan, and such person shall not be permitted to defer under this Plan any portion of his or her Base Salary, Bonus, LTIP Amounts, Operator Share Dividends or Operator Share Bonus that are paid with respect to services performed prior to his or her participation commencement date, except to the extent permissible under Code Section 409A and related Treasury guidance or Regulations.

(c)Each selected Employee who is eligible to participate in the Plan shall commence participation in the Plan only after the Employee has met all enrollment requirements set forth in this Plan and required by the Principal Sponsor, including returning all required documents to the Principal Sponsor within the specified time period.  Notwithstanding the foregoing, the Principal Sponsor shall process such Participant’s deferral election as soon as administratively practicable after such deferral election is submitted to the Principal Sponsor.

(d)If an Employee fails to meet all requirements contained in this Section 2.2 within the period required, that Employee shall not be eligible to participate in the Plan during such Plan Year.

2.3Termination of Participation and/or Deferrals.  The Committee shall have the right, in its sole discretion, to (i) prevent the Participant from making future deferral elections, and/or (ii) take further action that the Committee deems appropriate.  In the event that a Participant is no longer eligible to defer compensation under this Plan, the Participant’s Account Balance shall continue to be governed by the terms of this Plan until such time as the Participant’s Account Balance is paid in accordance with the terms of this Plan.

ARTICLE 3
Deferral Commitments/Discretionary Contribution Amounts/Profit Sharing Amounts/Vesting/Crediting/Taxes

3.1Minimum Deferrals.

(a)Base Annual Salary, Bonus, LTIP Amounts, Operator Share Dividends and Operator Share Bonus.  For each Plan Year, a Participant may elect to defer, as his or

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her Annual Deferral Amount, Base Annual Salary, Bonus, LTIP Amounts and/or Operator Share Dividends in the following minimum amounts for each deferral elected:

Deferral	Minimum Amount
Base Annual Salary	$	0
Bonus	$	2,000
LTIP Amounts	$	2,000
Operator Share Dividends	$	0
Operator Share Bonus	$	2,000

If an election is made for less than the stated minimum amounts, or if no election is made, the amount deferred shall be zero. If, at any time after the beginning of a Plan Year, a Participant has deferred less than the stated minimum amounts for that Plan Year, any amount credited to the Participant’s Account Balance as the Annual Deferral Amount for that Plan Year shall be distributed to the Participant within 60 days after the last day of the Plan Year.

(b)Short Plan Year.  Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the minimum Annual Deferral Amount shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12.

3.2Maximum Deferral.

(a)Base Annual Salary, Bonus, LTIP Amounts and Operator Share Dividends and Operator Share Bonus.  For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Annual Salary, Bonus, LTIP Amounts and/or Operator Share Dividends up to the following maximum percentages for each deferral elected:

Deferral	Maximum Amount
Base Annual Salary	40	%
Bonus	100	%
LTIP Amounts	100	%
Operator Share Dividends	40	%
Operator Share Bonus	100	%

(b)Short Plan Year.  Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral Amount (i) with respect to Base Annual Salary shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement

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and Election Form to the Committee for acceptance, and (ii) with respect to Bonus, LTIP Amounts, Operator Share Dividends and Operator Share Bonus shall be limited to those amounts deemed eligible for deferral, in the sole discretion of the Committee.

3.3Election to Defer; Effect of Election Form.

(a)First Plan Year.  In connection with a Participant’s commence­ment of participa­tion in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan.  For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.

(b)Subsequent Plan Years.  For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering a new Election Form to the Committee, in accordance with its rules and procedures, before the first day of the Plan Year for which the election is made.  If no such Election Form is timely delivered for a Plan Year, the Annual Deferral Amount shall be zero for that Plan Year.

(c)Fiscal Year Compensation.  Notwithstanding the foregoing, an irrevocable election pertaining to an Operator Share Bonus which qualifies as “fiscal year compensation” may be made by timely delivering an Election Form to the Principal Sponsor, in accordance with the terms of the Plan, before the first day of the Principal Sponsor’s fiscal year for which the election is made.  “Fiscal year compensation” shall mean compensation relating to a period of service coextensive with one or more consecutive fiscal years of the Employer, of which no amount is paid or payable during the service period.

(d)Performance-Based Compensation.  Notwithstanding the foregoing, an irrevocable deferral election pertaining to Bonus and LTIP Amounts which qualify as “performance-based compensation” may be made by timely delivering an Election Form to the Principal Sponsor, in accordance with the terms of the Plan, no later than six months before the end of the performance period.  “Performance-based compensation” shall be compensation based on services performed over a period of at least 12 months, in accordance with Code Section 409A and related guidance.

3.4Withholding and Crediting of Annual Deferral Amounts.  For each Plan Year, the Base Annual Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Annual Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Annual Salary.  The Bonus, LTIP Amounts, Operator Share Dividends and Operator Share Bonus shall be withheld at the time the Bonus, LTIP Amounts, Operator Share Dividends or Operator Share Bonus are or otherwise would be paid to the

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Participant, whether or not this occurs during the Plan Year itself.  Annual Deferral Amounts shall be credited to a Participant’s Deferral Account at the time such amounts would otherwise have been paid to the Participant.

3.5Annual Discretionary Contribution Amount.

(a)For each Plan Year, an Employer may be required to credit amounts to a Participant’s Discretionary Contribution Account in accordance with employment or other agreements entered into between the Participant and the Employer.  Such amounts shall be credited on the date or dates prescribed by such agreements.

(b)For each Plan Year, an Employer, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant’s Discretionary Contribution Account under this Plan, which amount shall be for that Participant the Annual Discretionary Contribution Amount for that Plan Year.  The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive an Annual Discretionary Contribution Amount for that Plan Year.  The Annual Discretionary Contribution Amount described in this Section 3.5(b), if any, shall be credited as of the last day of the Plan Year.  If a Participant is not employed by an Employer as of the last day of a Plan Year other than by reason of his or her Retirement or death while employed, the Annual Discretionary Contribution Amount for that Plan Year shall be zero.

3.6Annual Profit Sharing Amount.  A Participant’s Annual Profit Sharing Amount shall be equal to the difference between (i) the contributions that would have been allocated to the Participant’s “account” under the Profit Sharing Plan for the Plan Year, pursuant to the terms of the Profit Sharing Plan in effect for such year, without giving effect to the limitations imposed on the Profit Sharing Plan by Sections 415 and 401(a)(17) of the Code; and (ii) the amount of the contributions actually allocated to the Participant’s “account” under the Profit Sharing Plan for the Plan Year.  The amount so credited to a Participant under this Plan shall be for that Participant the Annual Profit Sharing Amount for that Plan Year and shall be credited to the Participant’s Profit Sharing Account on a date or dates to be determined by the Committee, in its sole discretion.  If a Participant is not employed by an Employer as of the last day of a Plan Year, the Annual Profit Sharing Amount for such Plan Year shall be zero.

3.7Vesting.

(a)A Participant shall at all times be 100% vested in his or her Deferral Account and Profit Sharing Account.

(b)A Participant shall be vested in his or her Discretionary Contribution Account in accordance with the vesting schedule(s) set forth in his or her Plan Agreement, employment agreement or any other agreement entered into between the Participant and

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his or her Employer.  If not addressed in such agreements, a Participant shall vest in his or her Discretionary Contribution Account in accordance with the schedule declared by the Committee in its sole discretion.

3.8Crediting/Debiting of Account Balances.  In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s Account Balance in accordance with the following rules:

(a)Measurement Funds.  Subject to the restrictions found in this Section 3.8, the Participant may elect one or more of the measurement funds selected by the Committee, in its sole discretion, which are based on certain mutual funds (the “Measurement Funds”), for the purpose of crediting or debiting additional amounts to his or her Account Balance.  As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund.  Each such action will take effect as of the first day of the first calendar quarter that begins at least thirty (30) days after the day on which the Committee gives Participants advance written notice of such change.

(b)Election of Measurement Funds.  Subject to the restrictions found in this Section 3.8, a Participant, in connection with his or her initial deferral election in accordance with Section 3.3(a) above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described above) to be used to determine the amounts to be credited or debited to his or her Account Balance.  If a Participant does not elect any of the Measurement Funds as described in the previous sentence, the Participant’s Account Balance shall automatically be allocated into the lowest-risk Measurement Fund, as determined by the Committee, in its sole discretion.  Subject to the restrictions found in Section 3.8, the Participant may (but is not required to) elect, by submitting an Election Form to the Committee that is accepted by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the amounts to be credited or debited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund.  If an election is made in accordance with the previous sentence, it shall apply as of the first business day deemed reasonably practicable by the Committee, in its sole discretion, and shall continue thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the previous sentence.

(c)Declared Rate Measurement Fund.  Subject to the restrictions found in this Section 3.8, a Participant may allocate or re-allocate any portion of his or her Account Balance to the Declared Rate Measurement Fund, at any time.  The rate of interest credited on amounts allocated to the Declared Rate Measurement Fund shall be the Crediting Rate and such interest shall be credited and compounded on a daily basis to a Participant’s Account Balance.

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(d)Proportionate Allocation.  In making any election, the Participant shall specify on the Election Form, in increments of one percent (1%), the percentage of his or her Account Balance to be allocated to a Measurement Fund (as if the Participant was making an investment in that Measurement Fund with that portion of his or her Account Balance).

(e)Crediting or Debiting Method.  The performance of each elected Measurement Fund (either positive or negative) will be determined by the Committee, in its reasonable discretion, based on the performance of the Measurement Funds themselves.  A Participant’s Account Balance shall be credited or debited on a daily basis based on the performance of each Measurement Fund selected by the Participant, such performance being determined by the Committee in its sole discretion.

(f)No Actual Investment.  Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant’s election of any such Measurement Fund, the allocation to his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund.  In the event that the Principal Sponsor or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant shall have any rights in or to such investments themselves.  Without limiting the foregoing, a Participant’s Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Principal Sponsor or the Trust; the Participant shall at all times remain an unsecured creditor of the Principal Sponsor.

3.9FICA and Other Taxes.

(a)Annual Deferral Amounts.  For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Annual Salary, Bonus, LTIP Amounts, Operator Share Dividends and/or Operator Share Bonus that are not being deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such Annual Deferral Amount.  If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this Section 3.9.

(b)Annual Profit Sharing Amount.  When the Participant’s Employer(s) credits an Annual Profit Sharing Amount to a Participant’s Profit Sharing Account, the Participant’s Employer(s) shall withhold from the Participant’s Base Annual Salary, Bonus, LTIP Amounts, Operator Share Dividends and/or Operator Share Bonus that are not deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes.  If necessary, the Committee may reduce the vested

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portion of the Participant’s Profit Sharing Account in order to comply with this Section 3.9.

(c)Discretionary Contribution Account.  When a Participant becomes vested in a portion of his or her Discretionary Contribution Account, the Participant’s Employer(s) shall withhold from the Participant’s Base Annual Salary, Bonus, LTIP Amounts, Operator Share Dividends and/or Operator Share Bonus that are not deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes.  If necessary, the Committee may reduce the vested portion of the Participant’s Discretionary Contribution Account in order to comply with this Section 3.9.

(d)Distributions.  The Participant’s Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust.

ARTICLE 4
Deduction Limitation

4.1Deduction Limitation on Benefit Payments.  The Principal Sponsor may determine that as a result of the application of the limitation under Code Section 162(m), a distribution payable to a Participant pursuant to this Plan would not be deductible if such distribution were made at the time required by the Plan.  If the Principal Sponsor makes such a determination, then the distribution shall not be paid to the Participant until such time as the distribution first becomes deductible.  The amount of the distribution shall continue to be adjusted in accordance with Section 3.8 above until it is distributed to the Participant.  The amount of the distribution, plus amounts credited or debited thereon, shall be paid to the Participant or his or her Beneficiary (in the event of the Participant’s death) at the earliest possible date, as determined by the Principal Sponsor, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Principal Sponsor during which the distribution is made will not be limited by Section 162(m).  Notwithstanding the foregoing, the Committee shall interpret this provision in a manner that is consistent with Code Section 409A and other applicable tax law, including but not limited to guidance issued after the effective date of this Plan.

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ARTICLE 5
In-Service Distribution; Unforeseeable Financial Emergencies;
Withdrawal Election

5.1In-Service Distribution.  In connection with each election to defer an Annual Deferral Amount, a Participant may irrevocably elect to receive an In-Service Distribution from the Plan with respect to all or a portion of (i) the Annual Deferral Amount, (ii) the Annual Discretionary Contribution Amount, and (iii) the Annual Profit Sharing Amount.  The In-Service Distribution shall be a lump sum payment in an amount that is equal to the portion of the Annual Deferral Amount, the vested portion of the Annual Discretionary Contribution Amount and the vested portion of the Annual Profit Sharing Amount that the Participant elected to have distributed as an In-Service Distribution, plus amounts credited or debited in the manner provided in Section 3.8 above on that amount, calculated as of the close of business on or around the date on which the In-Service Distribution becomes payable, as determined by the Committee in its sole discretion.  Subject to the other terms and conditions of this Plan, each In-Service Distribution elected shall be paid out during a sixty (60) day period commencing immediately after the first day of any Plan Year designated by the Participant.  The Plan Year designated by the Participant must be at least three Plan Years after the end of the Plan Year in which the Annual Deferral Amount is actually deferred, or the vested portion of the Annual Discretionary Contribution Amount or Annual Profit Sharing Amount is actually contributed.  By way of example, if an In-Service Distribution is elected for Annual Deferral Amounts that are deferred in the Plan Year commencing January 1, 2005, the In-Service Distribution would become payable during a sixty (60) day period commencing January 1, 2009.  Notwithstanding the language set forth above, the Committee shall, in its sole discretion, adjust the amount distributable as an In-Service Distribution if any portion of the Annual Discretionary Contribution Amount or Annual Profit Sharing Amount is unvested on the In-Service Distribution Date.  A Participant may elect to change to an allowable alternative payout date in accordance with this Section 5.1 by submitting a new Election Form to the Committee, subject to the following:

(a)A Participant may only elect to change an In-Service Distribution Date one time;

(b)Such In-Service Distribution Election Form must be submitted to and accepted by the Committee at least 12 months prior to the Participant’s previously designated In-Service Distribution Date;

(c)The new In-Service Distribution Date selected by the Participant must be the first day of a Plan Year, and must be at least five years after the previously designated In-Service Distribution Date; and

(d)The election of the new In-Service Distribution Date shall have no effect until at least 12 months after the date on which the election is made.

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5.2Other Benefits Take Precedence Over In-Service Distributions.  Should an event occur that triggers a benefit under Article 6, 7, 8, 9 or 10, any Annual Deferral Amount, plus amounts credited or debited thereon, that is subject to an In-Service Distribution election under Section 5.1 shall not be paid in accordance with Section 5.1 but shall be paid in accordance with the other applicable Article.

5.3Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.  If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee (i) to suspend deferrals of Base Annual Salary, Bonus, LTIP Amounts, Operator Share Dividends and Operator Share Bonus required to be made by such Participant, to the extent deemed necessary by the Committee to satisfy the Unforeseeable Financial Emergency, or (ii) to suspend deferrals of Base Annual Salary, Bonus, LTIP Amounts, Operator Share Dividend and Operator Share Bonus required to be made by such Participant, to the extent deemed necessary by the Committee to satisfy the Unforeseeable Financial Emergency, and receive a partial or full payout from the Plan.  The payout shall not exceed the lesser of the Participant’s vested Account Balance, excluding the portion of the Account Balance calculated as if such Participant were receiving a Termination Benefit, or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency.  A Participant may not receive a payout from the Plan to the extent that the Unforeseeable Financial Emergency is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (iii) by suspension of deferrals under this Plan.

If the Committee, in its sole discretion, approves a Participant’s petition for suspension, the Participant’s deferrals under this Plan shall be suspended as of the date of such approval.  If the Committee, in its sole discretion, approves a Participant’s petition for suspension and payout, the Participant’s deferrals under this Plan shall be suspended as of the date of such approval and the Participant shall receive a payout from the Plan within sixty (60) days of the date of such approval.

ARTICLE 6
Change in Control Benefit

6.1Change in Control Benefit.  A Participant, in connection with his or her commencement of participation in the Plan, shall irrevocably elect on an Election Form whether to (i) receive a lump sum payment (the “Change in Control Benefit”) in the event of the Participant’s Retirement or Termination of Employment within six (6) months following the occurrence of a Change in Control, which shall be equal to the Participant’s vested Account Balance, calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Committee in its sole discretion, or (ii) to have his or her Account Balance remain subject to the terms and conditions of the Participant’s Election Form pertaining to the Participant’s Termination Benefit or Retirement Benefit, as applicable.  If a Participant does not make any election with respect to the payment of the Change in Control Benefit, then such

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Participant’s Account Balance shall be subject to the terms and conditions of the Participant’s Election Form pertaining to the Participant’s Termination Benefit or Retirement Benefit, as applicable.

6.2Payment of Change in Control Benefit.  The Change in Control Benefit, if any, shall be paid to the Participant in a lump sum no later than sixty (60) days after the Participant’s Benefit Distribution Date, which for this purpose shall mean the date on which the Participant Retires or experiences a Termination of Employment (except that, in the case of a Participant who is a Specified Employee, the date that is six months and one day following the date on which the Participant Retires or experiences a Termination of Employment).  Notwithstanding the foregoing, the Committee shall interpret all provisions in this Plan relating to a Change in Control Benefit in a manner that is consistent with Code Section 409A and other applicable tax law, including but not limited to guidance issued after the effective date of this Plan.

ARTICLE 7
Retirement Benefit

7.1Retirement Benefit.  A Participant who Retires shall receive, as a Retirement Benefit, his or her vested Account Balance, calculated as of the close of business on or around the occurrence of the Participant’s Benefit Distribution Date, as determined by the Committee in its sole discretion.

7.2Payment of Retirement Benefit.

(a)A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form to receive the Retirement Benefit in a lump sum or pursuant to an Installment Method of two to twenty years (24 to 240 months) and shall select a Benefit Distribution Date.  The Participant may change this election by submitting an Election Form to the Committee in accordance with the following criteria:

(i)The election to modify the time and/or form of payment for such Account Balance shall have no effect until at least 12 months after the date on which the election is made;

(ii)The first payment related to such Account Balance shall be delayed at least five years from the originally scheduled Benefit Distribution Date for such Account Balance, as described in Section 1.11;

(iii)The election to modify the Retirement Benefit shall have no effect until at least 12 months after the date on which the election is made; and

(iv)Notwithstanding the foregoing, the Committee shall interpret all provisions relating to changing the Retirement Benefit election under this Article 7 in a

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manner that is consistent with Code Section 409A and other applicable tax law, including but not limited to guidance issued after the effective date of this Plan.

(b)The Election Form most recently accepted by the Principal Sponsor shall govern the payout of the Account Balance.  If a Participant does not make any election with respect to the payment of the Retirement Benefit, then such benefit shall be payable in a lump sum on the January 1 immediately following the Participant’s Retirement (or, in the case of a Specified Employee, the date that is six months and one day immediately following the date on which the Participant Retires, if later than such January 1).

(c)The lump sum payment shall be made, or installment payments shall commence, no later than sixty (60) days after the Participant’s Benefit Distribution Date.  Remaining monthly installments, if any, shall be paid no later than fifteen (15) days after the last business day of the preceding month.  Remaining annual installments, if any, shall be paid no later than sixty (60) days after each anniversary of Participant’s Benefit Distribution Date.

ARTICLE 8
Termination Benefit

8.1Termination Benefit.  A Participant who experiences a Termination of Employment shall receive a Termination Benefit, which shall be equal to the Participant’s vested Account Balance, calculated as of the close of business on or around the occurrence of the Participant’s Benefit Distribution Date, as determined by the Committee in its sole discretion.

8.2Payment of Termination Benefit.

(a)A Participant, in connection with his or her commencement of participation in the Plan, shall select a Benefit Distribution Date.  The Termination Benefit shall be paid to the Participant in a lump sum payment no later than sixty (60) days after the Participant’s Benefit Distribution Date.  The Participant may change this election by submitting an Election Form to the Committee in accordance with the following criteria:

(i)The election to modify the time of payment for such Account Balance shall have no effect until at least 12 months after the date on which the election is made;

(ii)The first payment related to such Account Balance shall be delayed at least five years from the originally scheduled Benefit Distribution Date for such Account Balance, as described in Section 1.11;

(iii)The election to modify the Termination Benefit shall have no effect until at least 12 months after the date on which the election is made; and

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(iv)Notwithstanding the foregoing, the Committee shall interpret all provisions relating to changing the Termination Benefit election under this Article 8 in a manner that is consistent with Code Section 409A and other applicable tax law, including but not limited to guidance issued after the effective date of this Plan.

(b)The Election Form most recently accepted by the Principal Sponsor shall govern the payout of the Account Balance.  If a Participant does not make any election with respect to the payment of the Termination Benefit, then such benefit shall be payable in a lump sum on the January 1 immediately following the Participant’s Termination of Employment (or, in the case of a Specified Employee, the date that is six months and one day following the date on which the Participant incurs a Termination of Employment, if later than such January 1).

ARTICLE 9
Disability Waiver and Benefit

9.1Disability Waiver.  A Participant who is determined to be suffering from a Disability shall be excused from fulfilling that portion of the Annual Deferral Amount commitment that would otherwise have been withheld from a Participant’s Base Annual Salary, Bonus, LTIP Amounts, Operator Share Dividends and/or Operator Share Bonus during the remainder of the Plan Year in which the Participant first suffers the Disability.  During the period of Disability, the Participant shall not be allowed to make any additional deferral elections.

9.2Disability Benefit.

(a)Disability Benefit.  Upon a Participant’s Disability, the Participant shall receive a Disability Benefit, which shall be equal to the Participant’s vested Account Balance, calculated as of the close of business on or around the Participant’s Benefit Distribution Date.

(b)Payment of Disability Benefit.  If the Disabled Participant is not otherwise eligible to Retire, the Participant shall receive his or her Disability Benefit in a lump sum payment no later than sixty (60) days after his or her Benefit Distribution Date.  If the Disabled Participant is eligible to Retire, the Participant shall receive his or her Disability Benefit in the same form in which such Participant elected to receive his or her Retirement Benefit, commencing no later than sixty (60) days after the Disabled Participant’s Benefit Distribution Date.  Remaining monthly installments, if any, shall be paid no later than fifteen (15) days after the last business day of the preceding month.  Remaining annual installments, if any, shall be paid no later than sixty (60) days after each anniversary of Participant’s Benefit Distribution Date.

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ARTICLE 10
Survivor Benefit

10.1Survivor Benefit.  The Participant’s Beneficiary(ies) shall receive a Survivor Benefit upon the Participant’s death which will be equal to (i) the Participant’s vested Account Balance, calculated as of the close of business on or around the date of the Participant’s death, if the Participant dies prior to his or her Retirement, Termination of Employment or Disability, or (ii) the Participant’s unpaid Retirement Benefit or Disability Benefit, calculated as of the close of business on or around the date of the Participant’s death, if the Participant dies before his or her Retirement Benefit or Disability Benefit is paid in full.

10.2Payment of Survivor Benefit.  A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form to have the Survivor Benefit paid to his or her Beneficiary(ies) in a lump sum or pursuant to an Installment Method of two to twenty years (24 to 240 months).  If a Participant does not make any election with respect to the payment of the Survivor Benefit, then such benefit shall be payable in a lump sum.  The lump sum payment shall be made, or installment payments shall commence, no later than sixty (60) days after the date on which the Committee is provided with proof that is satisfactory to the Committee of the Participant’s death.  Remaining monthly installments, if any, shall be paid no later than fifteen (15) days after the last business day of the preceding month.  Remaining annual installments, if any, shall be paid no later than sixty (60) days after each anniversary of Participant’s Benefit Distribution Date.

ARTICLE 11
Forfeiture of Benefits

11.1Forfeiture of Benefits.  Notwithstanding any provision in this Plan or a Participant’s Plan Agreement to the contrary, a Participant’s Account Balance shall not be credited or debited in the manner provided in Section 3.8 and no distribution shall be made to a Participant while a Participant engages in the following:

(a)Intentional conduct resulting in material harm to Hormel or an Affiliate; or

(b)In any employment or self-employment with a competitor of Hormel or an Affiliate within the geographical area which is then served by Hormel or an Affiliate during the Participant’s employment or during a period of two (2) years after the termination of the Participant’s employment.

Any dispute arising under or with respect to this Section 11.1 shall be subject to the claims procedure set forth in Article 17.

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ARTICLE 12
Beneficiary Designation

12.1Right to Designate.  Each Participant may designate, upon forms to be furnished by and filed with the Committee, one or more primary Beneficiaries or contingent Beneficiaries to receive all or a specified part of such Participant’s Account Balance in the event of such Participant’s death.  The Participant may change or revoke any such designation from time to time without notice to or consent from any Beneficiary.  No such designation, change or revocation shall be effective unless executed by the Participant and received by the Committee during the Participant’s lifetime.

12.2Failure of Designation.  If a Participant:

(a)Fails to designate a Beneficiary,

(b)Designates a Beneficiary and thereafter revokes such designation without naming another Beneficiary, or

(c)Designates one or more Beneficiaries and all such Beneficiaries so designated fail to survive the Participant,

such Participant’s Account Balance, or the part thereof as to which such Participant’s designation fails, as the case may be, shall be payable to the first class of the following classes of automatic Beneficiaries with a member surviving the Participant and (except in the case of surviving issue) in equal shares if there is more than one member in such class surviving the Participant:

Participant’s surviving spouse
Participant’s surviving issue per stirpes and not per capita
Participant’s surviving parents
Participant’s surviving brothers and sisters
Representative of Participant’s estate.

12.3Disclaimers by Beneficiaries.  A Beneficiary entitled to a distribution of all or a portion of a deceased Participant’s Account Balance may disclaim an interest therein subject to the following requirements.  To be eligible to disclaim, a Beneficiary must be a natural person, must not have received a distribution of all or any portion of the Account Balance at the time such disclaimer is executed and delivered, and must have attained at least age twenty-one (21) years as of the date of the Participant’s death.  Any disclaimer must be in writing and must be executed personally by the Beneficiary before a notary public.  A disclaimer shall state that the Beneficiary’s entire interest in the undistributed Account Balance is disclaimed or shall specify what portion thereof is disclaimed.  To be effective, duplicate original executed copies of the disclaimer must be both executed and actually delivered to the Committee after the date of the Participant’s death but not later than forty-five (45) days after the date of the Participant’s

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death.  A disclaimer shall be irrevocable when delivered to the Committee.  A disclaimer shall be considered to be delivered to the Committee only when actually received by the Committee.  The Committee shall be the sole judge of the content, interpretation and validity of a purported disclaimer.  Upon the filing of a valid disclaimer, the Beneficiary shall be considered not to have survived the Participant as to the interest disclaimed.  A disclaimer by a Beneficiary shall not be considered to be a transfer of an interest in violation of the provisions in Section 19.4 and shall not be considered to be an assignment or alienation of benefits in violation of federal law prohibiting the assignment or alienation of benefits under this Plan.  No other form of attempted disclaimer shall be recognized by the Committee.

12.4Definitions.  When used herein and, unless the Participant has otherwise specified in the Participant’s Beneficiary Designation Form, when used in a Beneficiary designation, “issue” means all persons who are lineal descendants of the person whose issue are referred to, including legally adopted descendants and their descendants but not including illegitimate descendants and their descendants; “child” means an issue of the first generation; “per stirpes” means in equal shares among living children of the person whose issue are referred to and the issue (taken collectively) of each deceased child of such person, with such issue taking by right of representation of such deceased child; and “survive” and “surviving” mean living after the death of the Participant.

12.5Special Rules.  Unless the Participant has otherwise specified in the Participant’s Beneficiary Designation Form, the following rules shall apply:

(a)If there is not sufficient evidence that a Beneficiary was living at the time of the death of the Participant, it shall be deemed that the Beneficiary was not living at the time of the death of the Participant.

(b)The automatic Beneficiaries specified in Section 12.2 and the Beneficiaries designated by the Participant shall become fixed at the time of the Participant’s death so that, if a Beneficiary survives a Participant but dies before receipt of the payment due such Beneficiary hereunder, such payment shall be payable to the representative of such Beneficiary’s estate.

(c)If the Participant designates as a Beneficiary the person who is the Participant’s spouse on the date of the designation, either by name or by relationship, or both, the dissolution, annulment or other legal termination of the marriage between the Participant and such person shall automatically revoke such designation.  (The foregoing shall not prevent the Participant from designating a former spouse as a Beneficiary on the Beneficiary Designation Form executed by the Participant and received by the Committee after the date of the legal termination of the marriage between the Participant and such former spouse, and during the Participant’s lifetime.)

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(d)Any designation of a nonspouse Beneficiary by name that is accompanied by a description of relationship to the Participant shall be given effect without regard to whether the relationship to the Participant exists either then or at the Participant’s death.

(e)Any designation of a Beneficiary only by statement of relationship to the Participant shall be effective only to designate the person or persons standing in such relationship to the Participant at the Participant’s death.

A Beneficiary designation is permanently void if it either is executed or is filed by a Participant who, at the time of such execution or filing, is then a minor under the law of the state of the Participant’s legal residence.  The Committee shall be the sole judge of the content, interpretation and validity of a purported Beneficiary designation.

12.6No Spousal Rights.  No spouse or surviving spouse of a Participant and no person designated to be a Beneficiary shall have any rights to or interest in the benefits accumulated under this Plan including, but not limited to, the right to be the sole Beneficiary or to consent to the designation of Beneficiaries (or the changing of designated Beneficiaries) by the Participant.

12.7Death Prior to Full Distribution.  If, at the death of the Participant, any payment to the Participant was due or otherwise pending but not actually paid, the amount of such payment shall be included in the Account Balance which is payable to the Beneficiary (and shall not be paid to the Participant’s estate).

12.8Discharge of Obligations.  The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant’s Plan Agreement shall terminate upon such full payment of benefits.

ARTICLE 13
Leave of Absence

13.1Paid Leave of Absence.  If a Participant is authorized by the Participant’s Employer to take a paid leave of absence from the employment of the Employer, the Participant shall continue to be considered eligible for the benefits provided in Articles 5, 6, 7, 8, 9 or 10 in accordance with the provisions of those Articles.

13.2Unpaid Leave of Absence.  If a Participant is authorized by the Participant’s Employer to take an unpaid leave of absence from the employ­ment of the Employer, such Participant shall continue to be eligible for the benefits provided in Articles 5, 6, 7, 8, 9 or 10 in accordance with the provisions of those Articles.  However, the Participant shall be excused from fulfilling that portion of the Annual Deferral Amount commitment that would otherwise have been withheld from such Participant’s Base Annual Salary, Bonus, LTIP Amounts, Operator Share Dividends and/or Operator Share Bonus during the remainder of the Plan Year in which the unpaid leave

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of absence is taken.  During the unpaid leave of absence, the Participant shall not be allowed to make any additional deferral elections.  However, if the Participant returns to employment, the Participant may elect to defer an Annual Deferral Amount for the Plan Year following his or her return to employment and for every Plan Year thereafter while a Participant in the Plan.

ARTICLE 14
Termination, Amendment or Modification

14.1Termination.  Although each Employer anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue to sponsor the Plan in the future.  Accordingly, each Employer reserves the right to discontinue its sponsorship of the Plan at any time with respect to any or all of its participating Employees, by action of its board of directors; provided, however, the Board shall have the sole authority to terminate the Plan at any time.  If there is a termination of the Plan with respect to all Participants, the Employer shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to amend the Plan to immediately pay all benefits in a lump sum following such Plan termination, to the extent permissible under Section 409A of the Code and related Treasury regulations and guidance.  Notwithstanding the foregoing, , that the Participant’s vested accrued benefit as of the date of such amendment or termination, if any, shall not be, without the written consent of the Participant, diminished or delayed by such amendment or termination.

14.2Amendment.  The Compensation Committee of the Board may, at any time, amend or modify the Plan in whole or in part; provided, however, that:  (i) no amendment or modification shall be effective to decrease or restrict the value of a Participant’s vested Account Balance in existence at the time the amendment or modification is made, calculated as if the Participant had experienced a Termination of Employment as of the effective date of the amendment or modification or, if the amendment or modification occurs after the date upon which the Participant was eligible to Retire, the Participant had Retired as of the effective date of the amendment or modification, and (ii) no amendment or modification of this Section 14.2 shall be effective.  The amendment or modification of the Plan shall not affect any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification; provided, however, if there is a termination of the Plan with respect to all Participants, the Employer shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to amend the Plan to immediately pay all benefits in a lump sum following such Plan termination, to the extent permissible under Section 409A of the Internal Revenue Code.

14.3Plan Agreement.  Despite the provisions of Sections 14.1 and 14.2 above, if a Participant’s Plan Agreement contains benefits or limitations that are not in this Plan document, the Employer may only amend or terminate such provisions with the written consent of the Participant.

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14.4Effect of Payment.  The full payment of the Participant’s vested Account Balance under Articles 5, 6, 7, 8, 9 or 10 of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan and the Participant’s Plan Agreement shall terminate.

ARTICLE 15
Administration

15.1Committee Duties.  Except as otherwise provided in this Article 15, this Plan shall be administered by the Compensation Committee of the Board of Directors of the Principal Sponsor (the “Committee”).  The Committee shall have final authority to interpret and construe the Plan and determine all factual and legal questions under the Plan.  The Committee shall also have the discretion and authority to (i) make, amend, interpret, and enforce all appropriate rules and regulations for the administra­tion of this Plan and (ii) decide or resolve any and all ques­tions including interpretations of this Plan, as may arise in connection with the Plan.  When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Principal Sponsor.  Notwithstanding the foregoing, the Committee may delegate to the Executive Committee of the Principal Sponsor the authority to:  (i) determine who is eligible to participate, other than with respect to Section 16 Officers; (ii) decide claims for benefits which are brought by Participants or Beneficiaries, other than with respect to Section 16 Officers; and (iii) add or remove the Measuring Investments available for Participants’ investment elections under Section 3.8.   Any individual serving on the Compensation Committee or the Executive Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself or to any individual superior to himself or herself in the organization.

15.2Agents. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to any Employer.

15.3Binding Effect of Decisions.  The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

15.4Indemnity of Committee.  All Employers shall indemnify and hold harmless the members of the Committee, any Employee to whom the duties of the Committee may be delegated, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, any of its members, any such Employee or the Administrator.

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15.5Employer Information.  To enable the Committee and/or Administrator to perform its functions, the Principal Sponsor and each Employer shall supply full and timely information to the Committee and/or Administrator, as the case may be, on all matters relating to the compensation of its Participants, the date and circum­stances of the Retirement, Disability, death or Termination of Employment of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require.

ARTICLE 16
Other Benefits and Agreements

16.1Coordination with Other Benefits.  The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant’s Employer.  The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

ARTICLE 17
Claims Procedures

17.1Presentation of Claim.  Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan.  If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant.  All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred.  The claim must state with particularity the determination desired by the Claimant.

17.2Notification of Decision.  The Committee shall consider a Claimant’s claim within a reasonable time, but no later than ninety (90) days after receiving the claim.  If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial ninety (90) day period.  In no event shall such extension exceed a period of ninety (90) days from the end of the initial period.  The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination.  The Committee shall notify the Claimant in writing:

(a)that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or

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(b)that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i)the specific reason(s) for the denial of the claim, or any part of it;

(ii)specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(iii)a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary;

(iv)an explanation of the claim review procedure set forth in Section 17.3 below; and

(v)a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

17.3Review of a Denied Claim.  On or before sixty (60) days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim.  The Claimant (or the Claimant’s duly authorized representative):

(a)may, upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits;

(b)may submit written comments or other documents; and/or

(c)may request a hearing, which the Committee, in its sole discretion, may grant.

17.4Decision on Review.  The Committee shall render its decision on review promptly, and no later than sixty (60) days after the Committee receives the Claimant’s written request for a review of the denial of the claim.  If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial sixty (60) day period.  In no event shall such extension exceed a period of sixty (60) days from the end of the initial period.  The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination.  In rendering its decision, the Committee shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.  The decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

(a)specific reasons for the decision;

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(b)specific reference(s) to the pertinent Plan provisions upon which the decision was based;

(c)a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and

(d)a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

17.5Legal Action.  A Claimant’s compliance with the foregoing provisions of this Article 17 is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan.

ARTICLE 18
Trust

18.1Establishment of the Trust.  In order to provide assets from which to fulfill the obligations of the Participants and their beneficiaries under the Plan, the Principal Sponsor may establish a Trust by a trust agreement with a third party, the trustee, to which each Employer may, in its discretion, contribute cash or other property, including securities issued by the Principal Sponsor, to provide for the benefit payments under the Plan.

18.2Interrelationship of the Plan and the Trust.  The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan.  The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust.  Each Employer shall at all times remain liable to carry out its obligations under the Plan.

18.3Distributions From the Trust.  Each Employer’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer’s obligations under this Plan.

ARTICLE 19
Miscellaneous

19.1Status of Plan.  The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1).  The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent.

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19.2Unsecured General Creditor.  Participants and their Bene­ficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of an Employer.  For purposes of the payment of benefits under this Plan, any and all of an Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the Employer.  An Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

19.3Employer’s Liability.  An Employer’s liability for the payment of benefits shall be defined only by the Plan and the Plan Agreement, as entered into between the Employer and a Participant.  An Employer shall have no obliga­tion to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement.

19.4Nonassignability.  Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transfer­able.  No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

19.5Not a Contract of Employment.  The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant.  Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless expressly provided in a written employment agreement.  Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer as an Employee or to inter­fere with the right of any Employer to discipline or discharge the Participant at any time.

19.6Furnishing Information.  A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administra­tion of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.

19.7Terms.  Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

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19.8Captions.  The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

19.9Governing Law.  Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Minnesota without regard to its conflicts of laws principles.

19.10Notice.  Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

Hormel Foods Corporation

Attn: Corporate Secretary

1 Hormel Place

Austin, MN 55912

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

19.11Successors.  The provisions of this Plan shall bind and inure to the benefit of the Participant’s Employer and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.

19.12Spouse’s Interest.  The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

19.13Validity.  In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

19.14Incompetent.  If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person.  The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit.  Any payment of a benefit shall be a payment for the account of the Participant and

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the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

19.15Court Order.  The Committee is authorized to make any payments directed by court order in any action in which the Plan or the Committee has been named as a party.  In addition, if a court determines that a spouse or former spouse of a Participant has an interest in the Participant’s benefits under the Plan in connection with a property settlement or otherwise, the Committee, in its sole discretion, shall have the right, notwithstanding any election made by a Participant, to immediately distribute the spouse’s or former spouse’s interest in the Participant’s benefits under the Plan to that spouse or former spouse.

19.16Insurance.  The Employers, on their own behalf or on behalf of the trustee of the Trust, and, in their sole discretion, may apply for and procure insurance on the life of the Participant, in such amounts and in such forms as the Trust may choose.  The Employers or the trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance.  The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Employers shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Employers have applied for insurance.

IN WITNESS WHEREOF, the Principal Sponsor has signed this Plan document as of                         , 2006.

“Principal Sponsor”

Hormel Foods Corporation, a Delaware corporation

By:

Title:

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EX-10.4

EXHIBIT 10.4

FOURTH AMENDMENT

OF

HORMEL SURVIVOR INCOME PLAN FOR EXECUTIVES

(1993 Restatement)

The “Hormel Survivor Income Plan for Executives (1993 Restatement)” adopted by Hormel Foods Corporation (“Hormel”), a Delaware corporation, on November 1, 1993, but effective November 1, 1992, as heretofore amended by a First Amendment adopted effective February 1, 1995 and October 29, 2000, and by a Second Amendment adopted effective November 1, 2000  and by a Third Amendment adopted effective February 23, 2001 (hereinafter collectively referred to as the “Plan Statement”), is hereby amended as follows:

1.BASE SALARY DETERMINATIONS.  Effective for determining Base Salary of individuals who are actively employed at any time on or after October 29, 2006, Section 2(a) of the Plan Statement shall be amended to read as follows:

(a)Base Salaryshall mean one-twelfth (1/12th) of the average annual rate of base salary of a Participant from Hormel for the five (5) calendar years out of the ten (10) consecutive calendar years immediately preceding the Participant’s death or retirement, as applicable, which produce the highest average.  “Base Salary” shall include incentive payments and bonuses; provided, however, that long-term incentive plan awards earned on or after October 29, 2006 shall not be included.  Base Salary shall also include amounts that would have been included in Base Salary but were voluntarily deferred under a nonqualified deferred compensation plan maintained by Hormel.  Base Salary shall not include supplemental unemployment benefits, contributions to any profit sharing or other qualified plan, reimbursements of moving expenses or other expenses or disability payments.  The Compensation Committee shall determine whether a particular item of income constitutes “Base Salary” if a question arises.

2. RETIREE SURVIVOR BENEFIT DETERMINATIONS.  Effective for determining Survivor Benefits of individuals who are actively employed at any time on or after October 29, Section 2 of the Plan Statement shall be amended by the addition of the following new Section 2(b) to read as follows (and all subsequent sections and cross references thereto shall be renumbered accordingly):

(b)Benefit Serviceshall mean a measure of a Participant’s service (stated as a number of years and fractions of years) as defined under the Hormel Foods Corporation Salaried Employees’ Pension Plan.

3.RETIREE SURVIVOR BENEFIT DETERMINATIONS (PRE-2000 PARTICIPANTS).  Effective for determining Survivor Benefits of individuals who are actively employed at any time on or after October 29, 2006 Sections 4.2.1 and 4.2.2 of the Plan Statement shall be amended to read as follows:

4.2.1.Death During Employment.If a Participant’s employment with Hormel ends because of his or her death while an Executive (i.e., the Participant dies while still an employee and an Executive), the Participant’s Beneficiary shall receive a Survivor Benefit equal to sixty percent (60%) of the Participant’s Base Salary at the time of the Participant dies.  A Participant shall be considered an Executive after October 28, 2000, only (i) during continued employment with Hormel while the employee is participating in the Operators’ Share Plan, or (ii) after employment ends if such person retired from Hormel while participating in the Operators’ Share Plan.  This Survivor Benefit shall be paid in two hundred forty (240) equal monthly installments commencing on the first day of the second month following the Participant’s death.  Notwithstanding the foregoing, if prior to the time one hundred twenty (120) equal monthly installments have been paid, there is no Surviving Spouse or Eligible Dependent Child entitled to payment, the Survivor Benefit shall be paid to the Participant’s Beneficiary in no more than one hundred twenty (120) equal monthly installments (minus the number of monthly installments, if any, previously paid to a Surviving Spouse and Eligible Dependent Children).

4.2.2.Death After Retirement.  If a Participant (i) remains an Executive of Hormel until his or her Retirement, and (ii) dies following such Retirement, then his or her Beneficiary shall receive upon his death a Survivor Benefit equal to one percent (1%) of the Participant’s Base Salary (determined as of such specified date), multiplied by the Participant’s Benefit Service (determined as of such specified date), not to exceed forty (40).  This Survivor Benefit shall be paid in one hundred eighty (180) equal monthly installments commencing on the first day of the second month following the Participant’s death.  Notwithstanding the foregoing, if prior to the time one hundred twenty (120) equal monthly installments have been paid, there is no Surviving Spouse or Eligible Dependent Child entitled to payment, the Survivor Benefit shall be paid to the Participant’s Beneficiary in no more than one hundred twenty (120) equal monthly installments (minus the number of monthly installments, if any, previously paid to a Surviving Spouse and Eligible Dependent Children).

4.RETIREE SURVIVOR BENEFIT DETERMINATIONS (POST-2000 PARTICIPANTS).  Effective for determining Survivor Benefits of individuals who are actively employed at any time on or after October 29, 2006, the introductory paragraph in Section 5.2.2 of the Plan Statement shall be amended to read as follows:

5.2.2.Death After Retirement.  If a Participant (i) remains an Executive of Hormel until his or her Retirement, and (ii) dies following such Retirement, the Participant’s Surviving Spouse, Eligible Dependent Children or Beneficiary shall receive upon his death a Survivor Benefit equal to one percent (1%) of the Participant’s Base Salary (determined as of such specified date), multiplied by the

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Participant’s Benefit Service (determined as of such specified date), not to exceed forty (40).  (A Participant shall be considered an Executive after October 28, 2000, only (i) during continued employment with Hormel while the employee is participating in the Operators’ Share Plan, or (ii) after employment ends if such person retired from Hormel while participating in the Operators’ Share Plan.)  This Survivor Benefit shall be paid monthly, commencing on the first day of the second month following the Participant’s death, in accordance with Option A below unless Hormel shall have received prior to the Participant’s death an election made and signed by the Participant, in such form as Hormel may prescribe, an affirmative election that the benefit be paid in accordance with Option B below:

5.SAVINGS CLAUSE.  Save and except as herein expressly amended, the Plan Statement shall continue in full force and effect.

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