Exhibit 10.11


 


 


HORMEL
SURVIVOR INCOME PLAN FOR EXECUTIVES

(1993 Restatement)


 


First Effective
December 31, 1984


As Amended And Restated


Effective October
31, 1993















 


HORMEL SURVIVOR INCOME PLAN FOR
EXECUTIVES


(1993
Restatement)


TABLE OF CONTENTS


 


 


	
  SECTION 1.

  	
  PURPOSE

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  PARTICIPATION

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  SURVIVOR BENEFIT

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  PAYMENT OF SURVIVOR BENEFIT

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  DESIGNATION OF BENEFICIARIES

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  UNFUNDED PLAN

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  PLAN ADMINISTRATOR

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  MISCELLANEOUS

  	
  6

  



 



 1















HORMEL SURVIVOR INCOME PLAN FOR
EXECUTIVES


(1993
Restatement)


SECTION 1


PURPOSE


This Plan was established
effective December 31, 1984 for the benefit of certain executives of Geo. A.
Hormel & Company in order to provide incentive to such executives who contribute
to the corporation’s success and in order to retain their services and
encourage them to continue in their efforts to increase Hormel’s profitability.
Pursuant to its reserved power of amendment, Geo. A. Hormel & Company
hereby amends and restates the Plan in its entirety effective for deaths occurring
on or after October 31, 1993 as follows:


SECTION 2


DEFINITIONS


The following terms shall
have the meanings set forth below:


(a)                                  Base Salary shall mean the average annual rate of base
salary of a Participant from Hormel for the three (3) consecutive Plan Years
out of the six (6) consecutive Plan Years immediately preceding the
Participant’s death or retirement, as applicable, which produce the highest
average. “Base Salary” shall include incentive payments and bonuses but 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. 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. The Compensation
Committee shall determine whether a particular item of income constitutes “Base
Salary” if a question arises.


(b)                                 Beneficiary shall mean the person or persons entitled under
Section 6 to receive a Survivor Benefit after a Participant’s death.


(c)                                  Compensation Committee shall mean the Compensation Committee
of the Hormel Board of Directors as it may from time to time be constituted.


(d)                                 Executive shall mean an employee of Hormel who is a
Participant in Hormel’s Operator Share Program.


(e)                                  Participant shall mean a present or former Executive on
whose account a Survivor Benefit will be payable under Section 4.


(f)                                    Plan shall mean this Survivor Income Plan for Executives, as
amended from time to time.


(g)                                 Plan Year shall mean the fiscal period of fifty-two (52) or fifty-three
(53) consecutive calendar weeks that ends on the last Saturday of October in
each year.


(h)                                 Survivor Benefit shall mean a benefit payable under Section
4 of this Plan.


(i)                                     Hormel shall mean Geo. A. Hormel & Company (doing business
as Hormel Foods Corporation) and its participating subsidiaries.









 



(j)            Retirement for this Plan shall mean normal, early or
disability retirement, as defined under the Hormel Foods Corporation Salaried
Employees’ Pension Plan (formerly known as the Geo. A. Hormel & Company
Salaried Employees’ Pension Plan).


SECTION 3


PARTICIPATION


The Compensation
Committee shall designate from time to time the Executives who shall be
Participants in this Plan. No member of the Compensation Committee shall be
excluded from participation hereunder because of his position on the Committee,
however, such member shall not participate in any decision respecting his
account under the plan. A Beneficiary shall be eligible for benefits only as
hereinafter provided.


SECTION 4


SURVIVOR
BENEFIT


(a)                                  If
a Participant’s employment with Hormel ends because of his death while he is an
Executive, his Beneficiary shall receive an annual Survivor Benefit equal to
60% of the Participant’s Base Salary at the time of his death. This annual
benefit shall be payable for a period of 20 years.


(b)                                 If
a Participant (i) remains an Executive of Hormel until his Retirement, and (ii)
dies following such Retirement, then his Beneficiary shall receive upon his
death an annual Survivor Benefit equal to 40% of the Participant’s Base Salary
at the time of his retirement. This Survivor Benefit shall be paid over a
period of 15 years.


(c)                                  Notwithstanding
the provisions of 4(a) and 4(b), no Survivor Benefit shall be payable on the
account of any Executive whose death occurs within two (2) years of his
participation in the Plan and is determined by competent medical authority to
be the result of suicide.


(d)                                 If
Participant does not satisfy the conditions of 4(a) or 4(b), no Survivor
Benefit shall be payable on his account. For this purpose, should an Executive
voluntarily or involuntarily discontinue full-time service to Hormel for
reasons other than death or disability prior to retirement, the Executive’s
rights under this Plan shall automatically terminate and Hormel shall have no
obligation to make any survivor benefit payable on his account whatsoever
hereunder.


(e)                                  If
the corporation shall terminate the employment of any Executive prior to
retirement by terminating him for malfeasance, dishonesty, inefficiency or any
other cause as the Board of Directors in its sole discretion deems sufficient, no
Survivor Benefits shall be payable on his account.


SECTION 5


PAYMENT
OF SURVIVOR BENEFIT


(a)                                  The
annual Survivor Benefit shall be payable in equal monthly installments commencing
on the first day of the second month following the Participant’s death. The
annual Survivor Benefit payable under Section 4(a) shall be paid in 240 equal



 2
 






 



consecutive monthly installments. The annual Survivor Benefit payable under
Section 4(b) shall be paid in 180 equal consecutive monthly installments.


(b)                                 A
Participant, with the consent of the Compensation Committee and at its sole
discretion, may, during his lifetime, elect a different method of payment
provided that in all events the Survivor Benefit shall be payable over a period
of not less than one month but not more than 240 months. If a Participant elects
to have the Survivor Benefit paid in a manner other than as provided in Section
5(a), the actuaries then servicing Hormel shall determine the present value (by
applying the interest, mortality and other assumptions and the practices and
procedures used in computing benefits under the Hormel Foods Corporation
Salaried Employees’ Pension Plan) of the payment method so elected, and the
amount of the Survivor Benefit shall be reduced accordingly so that the value
of the Survivor Benefit, determined at the time of the Participant’s death, is
the actuarial equivalent of that provided in Section 5(a) above.


SECTION 6


DESIGNATION
OF BENEFICIARIES


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


(b)                                 If
a Participant:


	
  

  	
  (i)

  	
   

  	
  fails to designate a Beneficiary.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
   

  	
  designates a Beneficiary and thereafter such
  designation is revoked without another Beneficiary being named, or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
   

  	
  designates one or more Beneficiaries and all such
  Beneficiaries so designated fail to survive the Participant.

  



 


such Participant’s Survivor Benefit, 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 the Participant’s
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


Representative of Participant’s estate.


The Compensation Committee may decide, in its sole discretion, to pay
any remaining Survivor Benefit to a successor Beneficiary in one lump sum
actuarially reduced as provided in Section 5(b) above.


(c)                                  A
Beneficiary entitled to a distribution of all or a portion of a deceased
Participant’s Survivor Benefit may disclaim his or her 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 a Survivor Benefit at the time



 3
 






 



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 Survivor Benefit 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 both the Compensation Committee and to the
Trustee after the date of the Participant’s death but not later than one hundred
eighty (180) days after the date of the Participant’s death. A disclaimer shall
be irrevocable when delivered to the Compensation Committee. A disclaimer shall
be considered to be delivered to the Compensation Committee only when actually
received by the Compensation Committee. The Compensation 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.
No other form of attempted disclaimer shall be recognized by the Compensation
Committee.


(d)                                 When
used herein and, unless the Participant has otherwise specified in the
Participant’s Beneficiary designation, 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.


(e)                                  Unless
the Participant has otherwise specified in the Participant’s Beneficiary
designation, the following rules shall apply;


(i)            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.


 


(ii)           The
automatic Beneficiaries specified in Section 6(b) and the Beneficiaries
designated by the Participant shall become fixed at the time of the Participant’s
death so that, if a Beneficiary survives the Participant but dies before the
receipt of all payments due such Beneficiary hereunder, such remaining payments
shall be payable to the representative of such Beneficiary’s estate.


 


(iii)          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 a
form executed by the Participant and received by the Compensation Committee
after the date of the legal termination of the marriage between the Participant
and such former spouse and during the Participant’s lifetime.)


 


(iv)          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.



 4
 






 



 


(v)           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 Compensation Committee shall be the sole judge of the content,
interpretation and validity of a purported Beneficiary designation.


SECTION 7


UNFUNDED
PLAN


(a)                                  Benefits
to be provided under this Plan are unfunded obligations of Hormel. Nothing
contained in this Plan shall require Hormel to segregate any monies from its
general funds, to create any trust, to make any special deposits or to purchase
any policies of insurance with respect to such obligations, or otherwise create
any obligation on the part of Hormel to set aside or earmark any monies or
assets specifically for the purpose of satisfying its obligations hereunder. If
Hormel elects to purchase individual policies of insurance on one or more of
the Participants to help finance its obligations under this Plan, such
individual policies and the proceeds therefrom shall at all times remain the
sole property of Hormel and neither the Participants whose lives are insured
nor their Beneficiaries shall have any ownership rights in such policies of
insurance. Hormel reserves absolute right, in its sole discretion, to terminate
such contracts or any similar funding arrangements at any time.


(b)                                 Participants
from time to time shall execute such documents and papers and take such other
actions as may be necessary to effectuate the purposes of this Plan.


(c)                                  No
Participant shall be required or permitted to make contributions to this Plan.


(d)                                 This
Plan shall not be deemed to constitute a contract between Hormel and any
Participant or any Beneficiary hereunder.


(e)                                  At
no time shall Executive, his surviving spouse or any other Beneficiary the
Executive may have designated under this Plan be deemed to have any right,
title or interest in or to any specific fund or assets of HormeI including, but
not limited to, any insurance contracts which Hormel may at anytime have
purchased.  As to any claim for unpaid
Survivor Benefits under this Plan, any Beneficiary shall be a creditor of the
corporation in the same manner as any other creditor having a general claim
against Hormel.


SECTION 8


PLAN
ADMINISTRATOR


(a)                                  Hormel,
through its Compensation Committee, shall be the Plan administrator of this
Plan and shall be solely responsible for its general administration and interpretation
and for carrying out the respective provisions hereof and shall have full power
and authority as necessary to do so. The Compensation Committee’s construction,
interpretations, decisions and actions, including the determination of the
amount, or recipient of any payment to be made hereunder, shall be final,
binding and conclusive on each Participant and all persons claiming by, through
or under any Participant. Hormel from time to time may make such rules and
establish such procedures for the



 5
 






 



administration of the Plan as it deems necessary and appropriate for
the administration of this Plan and the transaction of its business.


(b)                                 Hormel
may employ or engage such agents, accountants, actuaries, counsel, other
experts and other persons as it shall deem necessary or desirable in connection
with the interpretation and administration of this Plan. Hormel shall be
entitled to rely upon all certificates made by an accountant or actuary
selected by Hormel. Hormel and its committees, officers, directors and
employees shall not be liable for any action taken, suffered or omitted by them
in good faith in reliance upon the advise or opinion of any counsel,
accountant, actuary or other expert and all action so taken, suffered or
omitted shall be conclusive upon each of them and upon all other persons
interested in this Plan.


(c)                                  Hormel
may require proof of the death of any Participant and evidence of the right of
any person to receive any Survivor Benefit.


(d)                                 Claims
under this Plan shall be filed with Hormel on its prescribed forms.


(e)                                  Hormel
shall withhold from benefits paid under this Plan any taxes or other amounts
required to be withheld by law.


SECTION 9


MISCELLANEOUS


(a)                                  Except
for payments to a Beneficiary, no Survivor Benefit payable hereunder shall be
subject in any manner to alienation, sale, transfer, assignment, pledge or
encumbrance of any kind unless specifically approved in writing in advance by
the Compensation Committee. Any attempt to alienate, sell, transfer, assign,
pledge or otherwise encumber any assign, pledge or otherwise encumber any
Survivor Benefits, whether presently or hereafter payable, shall be void unless
so approved. Except as required by law, no Survivor Benefit payable under this
Plan shall in any manner be subject to garnishment, attachment, execution or
other legal process, or be liable for or subject to the debts or liability of
any Participant or Beneficiary.


(b)                                 Notwithstanding
any Plan provision to the contrary, the Board of Directors of Hormel shall have
the right to amend, modify, suspend or terminate this Plan at any time. No
amendment, suspension or termination shall adversely affect the right of a
Beneficiary to receive a Survivor Benefit payable as the result of the death or
retirement and subsequent death of a Participant if death or retirement
occurred prior to the effective date of such amendment, suspension or
termination, except that Hormel reserves the right to prepay the discounted
present value of all amounts due, as determined by applying the interest,
mortality and other assumptions and the practices and procedures used in commuting
benefits under the Hormel Foods Corporation Salaried Employees’ Pension Plan,
upon the initiation of the Compensation Committee and approval of the full
Board of Directors.


(c)                                  This
agreement shall be binding upon a Participant, his designated Beneficiaries,
his heirs, executors, administrators and successors in interest.


(d)                                 Nothing
contained herein shall prevent a Participant from continuing or future
participation in any plan which may be provided by Hormel and for which the
Participant may otherwise qualify.


(e)                                  The
headings and subheadings of this Plan have been inserted for convenience of
reference and are to be ignored in any construction of provisions hereunder.



 6
 






 



(f)                                    Whenever
any words are used herein in the masculine gender, they should be construed as
to include the feminine gender.


(g)                                 This
document shall be construed in accordance with the laws of the State of
Minnesota.


(h)                                 Nothing
contained in this Plan shall be construed as a contract of employment between
any Participant and Hormel or to suggest or create a right in any Participant
to be continued in employment as Executive or other employee of Hormel.


(i)                                     This
Plan shall be originally effective as of the 31st day of December, 1984.


	
  

  	
  , 1993

  	
  HORMEL FOODS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Joel W. Johnson

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its

  	
     President
  & CEO

  	
   

  
							



 



 7















FIRST 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 (hereinafter referred to as the “Plan Statement”),
is hereby amended as follows:


1.             MONTHLY BASE SALARY,
Effective for the purpose of determining the amount of the Survivor Benefit
payable with respect to Participants who die on or after October 29, 2000,
Section 2(a) of the Plan Statement shall be amended to read in full as follows:


(a)           Base
Salary shall mean one-twelfth (l/l2th)
of the average annual rate of base salary of a Participant from Hormel for the
three (3) consecutive calendar years out of the six (6) 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 but 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.
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. The Compensation Committee shall determine whether a
particular item of income constitutes “Base Salary” if a question arises.


2.             FROZEN PARTICIPANT
GROUP. Effective for the purpose of determining which individuals are eligible
to be Participants on or after October 29, 2000, Section 2(d) of the Plan
Statement shall be amended to read in full as follows:


(d)           Executive
shall mean and include each person who is either (i) an employee of Hormel who,
as of October 28, 2000, is (or was) a Participant in this Plan on that date, or
(ii) an employee of Hormel who was not a Participant in this Plan on October
28, 2000 but, after October 28, 2000, is an Executive Officer. However, such
person 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.


3.             NAME CHANGE.
Effective February 1, 1995, Section 2(i) of the Plan Statement shall be amended
to read in full as follows:









 



(i)            Hormel
shall mean Hormel Foods Corporation (formerly known as Geo. A. Hormel &
Company) and its participating subsidiaries.


4.             DEPENDENTS DEFINED.
Effective October 29, 2000, Section 2 of the Plan Statement shall be amended by
adding thereto, in alphabetical sequence, the following additional definition
(and all other definitions shall be renumbered accordingly):


(d)           Eligible Dependent Child shall mean each individual who,
with respect to a Participant, qualifies as an eligible dependent of that
Participant under the Hormel Foods Corporation Health Care Plan determined at
the time a payment of a Survivor Benefit is due (i.e.,
is a child who then satisfies the age and similar criteria in that Health Care
Plan, as they may exist at that time, to be entitled to coverage under that
Plan (i) exclusive of any periods of coverage due to continuation or conversion
rights that may exist under that Plan, and (ii) without regard to whether that
child is then in fact covered by that Plan).


5.             SPOUSE DEFINED.
Effective October 29, 2000, Section 2 of the Plan Statement shall be amended by
adding thereto, in alphabetical sequence, the following additional definition
(and all other definitions shall be renumbered accordingly):


(i)            Surviving Spouse shall mean the individual who was married
to the Participant at the time of the Participant’s death and had been married
to the Participant for the one (1) year prior to that death.


6.             BENEFITS UPON DEATH.
Effective for deaths occurring on or after October 29, 2000, Section 4 shall be
amended to read in full as follows:


SECTION 4


PRE-2000
PARTICIPANTS


4.1.          When available.
Upon the death of a Participant who was an employee of Hormel who, as of
October 28, 2000, is (or was) a Participant in this Plan on that date, whether
the death is before or after termination of employment, a Survivor Benefit
shall be paid to the extent hereinafter provided.


4.2           Amount of
Benefit. The amount of the Survivor Benefit shall be equal to:


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



 2
 






 



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.


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 forty percent (40%) of the Participant’s Base
Salary at the time of his or her retirement. 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.


4.2.3.       Optional
Payment Forms.   A
Participant, with the consent of the Compensation Committee and at its sole
discretion, may, during his or her lifetime, elect a different method of
payment provided that in all events the Survivor Benefit shall be payable over a
period of not less than one month but not more than 240 months.  If a Participant elects a different method of
payment, the actuaries then servicing Hormel shall determine the present value
(by applying the interest, mortality and other assumptions and the practices
and procedures used in computing benefits under the Hormel Foods Corporation
Salaried Employees’ Pension Plan) of the payment method so elected, and the
amount of the Survivor Benefit shall be reduced accordingly so that the value
of the Survivor Benefit, determined at the time of the Participant’s death, is
the actuarial equivalent of that would have been paid absent such an election.


SECTION 5


POST-2000
PARTICIPANTS


5.1.          When
available.   Upon the death of
any Participant other than a Participant described in Section 4, whether the
death is before or after termination of employment, a Survivor Benefit shall be
paid to the extent hereinafter provided.


5.2.          Amount of
Benefit.   The amount of the
Survivor Benefit shall be equal to:


5.2.1.       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 Surviving Spouse, Eligible Dependent Children or Beneficiary
shall receive a Survivor Benefit equal to sixty percent (60%) of the Participant’s
Base Salary determined 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 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 Paiticipant’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:



 3
 






 



Option A.    The
Survivor Benefit shall be paid in equal monthly payments as follows.


(i)            For
so long as there is a Surviving Spouse, the Survivor Benefit shall be paid to
the Surviving Spouse. After there is no Surviving Spouse, the Survivor Benefit
shall be paid in equal shares to the individuals who are then, on the date of
each such payment, Eligible Dependent Children, if any. However, no more than
two hundred forty (240) equal monthly payments shall be paid to the Surviving
Spouse and Eligible Dependent Children.


(ii)           If,
prior to the time sixty (60) equally monthly installments have been paid
pursuant to (i) above, there is no longer any Surviving Spouse or Eligible
Dependent Child entitled to payment, the Survivor Benefit shall be paid to the Participant’s
Beneficiary. However, no more than sixty (60) equal monthly payments (minus the
number of monthly installments, if any, previously paid to the Surviving Spouse
and Eligible Dependent Children) shall be paid to the Beneficiary.


Option B.  The Survivor Benefit shall be paid for sixty
(60) months to the Participant’s Beneficiary.


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 an annual Survivor Benefit equal to forty percent
(40%) of the Participant’s Base Salary determined at the time of his
retirement. (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:


Option A.   The Survivor Benefit shall be paid in equal
monthly payments as follows.


(i)            For
so long as there is a Surviving Spouse, the Survivor Benefit shall he paid to
the Surviving Spouse. After there is no Surviving Spouse, the Survivor Benefit
shall be paid in equal shares to the individuals who are then, on the date of
each such payment, Eligible Dependent Children, if any. However, no more than
one hundred eighty (180) equal monthly payments shall be paid to the Surviving
Spouse and Eligible Dependent Children.



 4
 






 



(ii)           If,
prior to the time sixty (60) equally monthly installments have been paid pursuant
to (i) above, there is no longer any Surviving Spouse or Eligible Dependent
Child entitled to payment, the Survivor Benefit shall be paid to the
Participant’s Beneficiary. However, no more than sixty (60) equal monthly
payments (minus the number of monthly installments, if any, previously paid to
the Surviving Spouse and Eligible Dependent Children) shall be paid to the
Beneficiary.


Option B.   The Survivor Benefit shall be paid for sixty
(60) months to the Participant’s Beneficiary.


5.3.          Disqualification.
 Notwithstanding the provisions of
Section 4 and Section 5, no Survivor Benefit shall be payable under this Plan
on the account of any Participant whose death occurs within two (2) years of
his participation in the Plan and is determined by competent medical authority
to be the result of suicide.


5.4.          No Other
Benefits.  If Participant does
not satisfy the conditions specified in Section 4 or Section 5, no Survivor
Benefit shall be payable with respect to him or her under this Plan. Without
limiting the generality of the foregoing, should a Participant voluntarily or
involuntarily discontinue full-time service to Hormel for reasons other than
death or disability prior to retirement, the Participant’s rights under this
Plan shall automatically terminate and Hormel shall have no obligation to make
any Survivor Benefit payable on his account whatsoever hereunder.


5.5.          Termination
for Cause.  If the corporation
shall terminate the employment of any Participant prior to retirement by
terminating him for malfeasance, dishonesty, inefficiency or any other cause as
the Board of Directors in its sole discretion deems sufficient, no Survivor
Benefits shall be payable on his account under this Plan.


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



 5















SECOND AMENDMENT


OF


HORMEL SURVIVOR INCOME PLAN FOR
EXECUTIVES


(1993
Restatement)


The “Hormel
Survivor Income Plan for Executives (1993 Restatement)” adopted by Hormel
(“Hormel”), a Delaware corporation, on November 1, 1993, but effective November
1, 1992 (hereinafter referred to as the “Plan Statement”), is hereby amended as
follows:


1.                                      FORFEITURE
CLAUSE (PRE-2000 PARTICIPANTS). Effective for individuals who are actively
employed at any time on or after November 1, 2000, Section 4 of the Plan
Statement shall be amended by adding thereto a new section 4.3 which shall read
in full as follows:


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


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


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


(c)                                  provided
Hormel 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 Hormel 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 Hormel or an affiliate; or


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









 



(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 Hormel or an affiliate within the geographical area which is
then served by Hormel or an affiliate.


Any dispute arising under
or with respect to this Section shall be subject to the claims procedure set
forth in Section 10.


2.                                      FORFEITURE
CLAUSE (POST-2000 PARTICIPANTS). Effective for individuals who are actively
employed at any time on or after November 1, 2000, Section 5 of the Plan Statement
shall be amended by adding thereto a new section 5.6 which shall read in full
as follows:


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


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


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


(c)                                  provided
Hormel 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 Hormel 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 Hormel or an affiliate; or


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


(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 Hormel or an affiliate within the 


 



 2
 






 



geographical area which is then served by Hormel or an
affiliate.


Any dispute arising under
or with respect to this Section shall be subject to the claims procedure set
forth in Section 10.


3.                                      PLAN
ADMINISTRATION. Effective for claims arising on or after November 1, 2000,
Section 8 of the Plan Statement shall be amended to read in full as follows:


SECTION 8


PLAN
ADMINISTRATOR


(a)                                  Hormel,
through its Compensation Committee, shall be the Plan administrator of this
Plan and shall be solely responsible for its general administration and
interpretation and for carrying out the respective provisions hereof and shall
have full power and authority as necessary to do so. Hormel from time to time
may make such rules and establish such procedures for the administration of the
Plan as it deems necessary and appropriate for the administration of this Plan
and the transaction of its business.


(b)                                 Hormel
may employ or engage such agents, accountants, actuaries, counsel, other
experts and other persons as it shall deem necessary or desirable in connection
with the interpretation and administration of this Plan. Hormel shall be
entitled to rely upon all certificates made by an accountant or actuary
selected by Hormel.  Hormel and its
committees, officers, directors and employees shall not be liable for any
action taken, suffered or omitted by them in good faith in reliance upon the
advise or opinion of any counsel, accountant, actuary or other expert and all
action so taken, suffered or omitted shall be conclusive upon each of them and
upon all other persons interested in this Plan.


(c)                                  Hormel
may require proof of the death of any Participant and evidence of the right of
any person to receive any Survivor Benefit.


(d)                                 Hormel
shall withhold from benefits paid under this Plan any taxes or other amounts
required to be withheld by law.


4.                                      CLAIMS
PROCEDURES. Effective for claims arising on or after November 1, 2000, the Plan
Statement shall be amended by adding thereto a new Section 10 which shall read
in full as follows:



 3
 






 



SECTION
10


CLAIMS
PROCEDURES


10.1.                        Determinations.  The
Compensation Committee shall make such determinations as may be required from
time to time in the administration of the SIPE. 
The Compensation Committee shall have the sole discretion, authority and
responsibility to interpret and construe the SIPE and the plan document and to
determine all factual and legal questions under the SIPE, including but not
limited to the entitlement of employees, participating employees and
beneficiaries and the amounts of their respective interests. Benefits under the
SIPE will be paid only if the Compensation Committee decides in its discretion
that an employee, participating employee or Beneficiary is entitled to them.
The trustee and other 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.


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


10.3.                        Method of Executing Instruments.  Information to be supplied or written notices
to be made or consents to be given by Hormel or an affiliate or the
Compensation Committee pursuant to any provision of this SIPE may be signed in
the name of Hormel 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.


10.4.                        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 SIPE. 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.


10.4.
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 SIPE. 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,


(b)                                                         the
specific references to the pertinent provisions of this SIPE on which the



 4
 






 



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.


104.2.                                          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.


10.4.3.                                       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.



 5
 






 



(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 SIPE plan document and all other pertinent documents in the possession
of Hormel, the Compensation Committee and the trustee.


10.4.4.                                       Deadline to File Claim.  To be considered timely under the SIPE’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.


10.4.5.                                       Exhaustion of Administrative Remedies.  The exhaustion of the claim and review
procedure is mandatory for resolving every claim and dispute arising under this
SIPE. 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 SIPE 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.


10.4.6.                                       Deadline to File Legal Action. No legal action to recover
SIPE benefits or to enforce or clarify rights under the SIPE 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 SIPE
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.


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



 6
 






 



previously specified
periods.


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


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



 7















THIRD 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 (hereinafter collectively referred to as the
“Plan Statement”), is hereby amended as follows:


1.                                      PARTICIPATING
EMPLOYER.  Effective for determining
eligibility on or after February 23, 2001, Section 2(e) of the Plan Statement
shall be amended to read as follows:


(e)                                  Executive shall mean and include each person who is either
(i) an employee of Hormel who, as of October 28, 2000, is (or was) a
Participant in this Plan on that date; (ii) an employee of Hormel who was not a
Participant in this Plan on October 28, 2000 but, after October 28, 2000, is an
Executive Officer of Hormel Foods Corporation; or (iii) an officer of Hormel
who has been designated by Compensation Committee. However, such person 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.


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









 



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 Salary shall 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 Service shall 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 Participants 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 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.