HORMEL FOODS CORPORATION

EXECUTIVE DEFERRED INCOME PLAN II

(2002 Restatement)

Effective November 1, 2002

Purpose

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, a Delaware 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, (iii) the Profit Sharing Account balance, (iv) the Restricted Stock Account balance, and (v) the Stock Option Gain 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 and Operator Share Dividends 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 Installment Method? shall be an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: (i) for the first annual installment, the portion of the Participant?s vested Account Balance that has been automatically allocated to the Hormel Foods Corporation Stock Unit Measurement Fund 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 annual installments, the

1

portion of the Participant?s vested Account Balance that has been automatically allocated to the Hormel Foods Corporation Stock Unit Measurement Fund shall be calculated on every applicable anniversary of the Participant?s Benefit Distribution Date.  Each annual 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 annual payments due the Participant.  By way of example, if the Participant elects a ten (10) year Annual Installment Method, the first payment shall be 1/10 of the portion of the Participant?s vested Account Balance that has been automatically allocated to the Hormel Foods Corporation Stock Unit Measurement Fund, calculated as described in this definition.  The following year, the payment shall be 1/9 of the portion of the Participant?s vested Account Balance that has been automatically allocated to the Hormel Foods Corporation Stock Unit Measurement Fund, calculated as described in this definition.  Shares of Stock that shall be distributable from the Stock Option Gain Account and the Restricted Stock Account shall be distributable in shares of actual Stock in the same manner previously described.  However, the Committee may, in its sole discretion, (i) adjust the annual installments in order to distribute whole shares of actual Stock and/or (ii) accelerate the distribution of such actual shares of Stock by payment of a lump sum.

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

1.7                                 ?Annual Restricted Stock Amount? shall mean, with respect to a Participant for any one Plan Year, the number of shares of Restricted Stock deferred in accordance with Section 3.7 of this Plan, calculated using the closing price of Stock at the end of the business day closest to the date such Restricted Stock would otherwise vest, but for the election to defer.  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 Restricted Stock Amount shall be the actual amount withheld prior to such event.

1.8                                 ?Annual Stock Option Gain Amount? shall mean, with respect to a Participant for any one Plan Year, the portion of Qualifying Gains deferred with respect to an Eligible Stock Option exercise, in accordance with Section 3.8 of this Plan.  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 Stock Option Gain Amount shall be the actual amount withheld prior to such event.

1.9                                 ?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

HORMEL FOODS CORPORATION
NONQUALIFIED PLAN(S)
MASTER TRUST AGREEMENT

Effective December 31, 2002

Copyright ? 2002
By Clark-Bardes Consulting, Inc.
Executive Benefits Practice
All Rights Reserved

MASTER TRUST AGREEMENT

Table of Contents

U.S. $425,000,000
CREDIT AGREEMENT
(SHORT TERM FACILITY)

    Dated as of October 31, 2000

HORMEL FOODS CORPORATION, a Delaware corporation (the "Borrower"), the Banks listed on the signature pages (the "Banks," together with each bank which becomes a lender hereunder pursuant to Section 8.07, collectively the "Lenders"), SUNTRUST BANK, as Syndication Agent for the Lenders, U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent for the Lenders, and CITICORP USA, INC. ("CUSA"), as administrative agent for the Lenders (in such capacity, the "Administrative  . . .

REGISTRATION RIGHTS AGREEMENT

    THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of June7, 2001, by and among Hormel Foods Corporation, a Delaware corporation (the "Company"), and Salomon Smith Barney Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, U.S. Bancorp Piper Jaffray Inc., SunTrust Equitable Securities Corporation and Goldman, Sachs & Co. in their respective capacities as initial purchasers (collectively, the "Initial Purchasers").

    This Agreement is made pursuant to  . . .

U.S. $200,000,000
REVOLVING CREDIT AGREEMENT

Dated as of June 1, 2005

HORMEL FOODS CORPORATION, a Delaware corporation (the �Borrower�), the Banks listed on the signature pages (the �Banks,� together with each bank which becomes a lender hereunder pursuant to Section 8.07, collectively the �Lenders�), CITICORP USA, INC. (�CUSA�), as administrative agent for the Lenders (in such capacity, the �Administrative Agent�), and the other agents named herein agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

Section 1.01   . . .

REVOLVING CREDIT AGREEMENT

Dated as of October 20, 2003

Among

HORMEL FOODS CORPORATION

as Borrower

and

THE BANKS NAMED HEREIN

as Lenders

and

CITICORP USA, INC.

as Administrative Agent

and

U.S. BANK NATIONAL ASSOCIATION

as Documentation Agent

and

SUNTRUST BANK

as Syndication Agent

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1. . . .

REVOLVING CREDIT AGREEMENT

Dated as of October 25, 2001

Among

HORMEL FOODS CORPORATION

as Borrower

and

THE BANKS NAMED HEREIN

as Lenders

and

CITICORP USA, INC.

as Administrative Agent

and

U.S. BANK NATIONAL ASSOCIATION

as Documentation Agent

and

SUNTRUST BANK

as Syndication Agent

TABLE OF CONTENTS