Prepared by MERRILL CORPORATION




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Exhibit 4.3  


    Book-Entry-Only Corporate Debt Securities  



	Letter of Representations
 [To be Completed by Issuer and Agent]
	

 
	HORMEL FOODS CORPORATION
[Name of Issuer]
	

 
	U. S. BANK TRUST NATIONAL ASSOCIATION
[Name of Agent]





	

 	

 
	 	June 5, 2001
 [Date]




Attention: General Counsel's Office
 The Depository Trust Company
  55 Water Street 49th Floor

New York, NY 10041-0099 



	Re:	 	Hormel Foods Corporation
	 	 	

	

 	
 	

$350,000,000 Principal Amount of Senior Unsecured Notes
	 	 	

	

 	
 	

 
	 	 	

	 	 	[Issue description (the "Securities")]





Ladies
and Gentlemen: 


    This
letter sets forth our understanding with respect to certain matters relating to the Securities. Agent shall act as trustee, paying agent, fiscal agent, or other agent of Issuer
with respect to the Securities. The Securities have been issued pursuant to a trust indenture, resolution, or other such document authorizing the issuance of the Securities dated June 7, 2001
(the "Document").                *               is distributing the Securities through The
Depository Trust Company ("DTC").
["Underwriter/Placement Agent"] 


	*
	Salomon
Smith Barney, Inc.,

Merrill Lynch, Pierce, Fenner & Smith Incorporated,

U.S. Bancorp Piper Jaffray Inc.,

SunTrust Equitable Securities Corporation,

Goldman, Sachs & Co. 



    To
induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance with its Rules with respect to the Securities, Issuer and Agent make the following
representations to DTC: 


    1.  Prior
to closing on the Securities on June 7, 2001, there shall be deposited with DTC one or more Security certificates registered in the name of DTC's
nominee, Cede & Co., for each stated maturity of the Securities in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the principal amount of such
Securities. If, however, the aggregate principal amount of any maturity exceeds $400 million, one certificate shall be issued with respect to each $400 million of principal amount and an additional
certificate shall be issued with respect to any remaining principal amount. Each Security certificate shall bear the following legend: 



    Unless
this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of
transfer, 






 


exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein. 




    Issuer
represents: [Note: Issuer must represent one of the following, and shall cross
out the other.]


    [The
Security certificate(s) shall remain in Agent's custody as a "Balance Certificate" subject to the provisions of the Balance Certificate Agreement between Agent and
DTC currently in effect. 


    On
each day on which Agent is open for business and on which it receives an instruction originated by a DTC participant ("Participant") through DTC's Deposit/Withdrawal at Custodian
("DWAC") system to increase the Participant's account by a specified number of Securities (a "Deposit Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time) that day, either approve or
cancel the Deposit Instruction through the DWAC system. 


    On
each day on which Agent is open for business and on which it receives an instruction originated by a Participant through the DWAC system to decrease the Participant's account by a
specified number of Securities (a "Withdrawal Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time) that day, either approve or cancel the Withdrawal Instruction through the DWAC system. 


    Agent
agrees that its approval of a Deposit or Withdrawal Instruction shall be deemed to be the receipt by DTC of a new reissued or reregistered certificated Security on registration
of transfer to the name of Cede & Co. for the quantity of Securities evidenced by the Balance Certificate after the Deposit or Withdrawal Instruction is effected.] 


    "[The
Security certificate(s) shall be custodied with DTC.]" 


    2.  Issuer:
(a) understands that DTC has no obligation to, and will not, communicate to its Participants or to any person having an interest in the Securities
any information contained in the Security certificate(s); and (b) acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the Security certificate(s) by virtue of submission of such certificate(s) to DTC. 



    3.  In
the event of any solicitation of consents from or voting by holders of the Securities, Issuer or Agent shall establish a record date for such purposes (with no
provision for revocation of consents or votes by subsequent holders) and shall send notice of such record date to DTC no fewer than 15 calendar days in advance of such record date. Notices to DTC
pursuant to this Paragraph by telecopy shall be directed to DTC's Reorganization Department, Proxy Unit at (212) 855-5181 or (212) 855-5182. If the party sending the notice does not receive a telecopy
receipt from DTC confirming that the notice has been received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent to: 




Supervisor,
Proxy Unit

Reorganization Department

The Depository Trust Company

55 Water Street 50th Floor

New York, NY 10041-0099 





    4.  In
the event of a full or partial redemption, Issuer or Agent shall send a notice to DTC specifying: (a) the amount of the redemption or refunding; (b) in the case
of a refunding, the maturity date(s) established under the refunding; and (c) the date such notice is to be distributed to Security holders (the "Publication Date"). Such notice shall be sent to DTC
by a secure means (e.g., legible 


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telecopy, registered or certified mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before
or, if possible, two business days before the Publication Date. Issuer or Agent shall forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for
multiple CUSIP numbers (if applicable) which includes a manifest or list of each CUSIP number submitted in that transmission. (The party sending such notice shall have a method to verify subsequently
the use of such means and the timeliness of such notice.) The Publication Date shall be no fewer than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance
refunding, the date that the proceeds are deposited in escrow. Notices to DTC pursuant to this Paragraph by telecopy shall be directed to DTC's Call Notification Department at (516) 227-4164 or (516)
227-4190. If the party sending the notice does not receive a telecopy receipt from DTC confirming that the notice has been received, such party shall telephone (516) 227-4070. Notices to DTC pursuant
to this Paragraph, by mail or by any other means, shall be sent to: 




Manager,
Call Notification Department

The Depository Trust Company

711 Stewart Avenue

Garden City, NY 11530-4719 





    5.  In
the event of a pro rata reduction of principal, Agent shall send DTC written notice with respect to the dollar
amount per $1,000 original face value (or other minimum authorized denomination if less than $1,000 face value) payable on each payment date allocated as to the interest and principal portions thereof
preferably five, but no fewer than two, business days prior to such payment date. Such notice, shall clearly indicate that it relates to a pro rata
reduction of principal. Furthermore, the notice shall also contain the current pool factor or ratio and Agent contact's name and telephone number. Notices to DTC pursuant to this Paragraph by telecopy
shall be directed to DTC's Dividend Department at (212) 855-4555. If the party sending the notice does not receive a telecopy receipt from DTC confirming that the notice has been received, such party
shall telephone (212) 855-4550. Notices to DTC pursuant to this Paragraph, or by mail or by any other means, shall be sent to: 




Manager,
Announcements

Dividend Department

The Depository Trust Company

55 Water Street 25th Floor

New York, NY 10041-0099 





    6.  In
the event of an invitation to tender the Securities (including mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to Security holders
shall be sent to DTC specifying the terms of the tender and the Publication Date of such notice. Such notice shall be sent to DTC by a secure means
(e.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC's possession
no later than the close of business on the business day before or, if possible, two business days before the Publication Date. Issuer or Agent shall forward such notice either in a separate secure
transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers (if applicable) which includes a manifest or list of each CUSIP number submitted in that transmission. (The
party sending such notice shall have a method to verify subsequently the use and timeliness of such notice.) Notices to DTC pursuant to this Paragraph and notices of other corporate actions by
telecopy shall be directed to DTC's Reorganization Department at (212) 855-5488. If the party sending the notice does not receive a telecopy receipt from 


3





 


DTC confirming that the notice has been received, such party shall telephone (212) 855-5290. Notices to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent to: 




Manager,
Reorganization Department

Reorganization Window

The Depository Trust Company

55 Water Street 50th Floor

New York, NY 10041-0099 





    7.  It
is understood that if the Security holders shall at any time have the right to tender the Securities to Issuer and require that Issuer repurchase such holders'
Securities pursuant to the Document and Cede & Co., as nominee of DTC, or its registered assigns, as the record owner, is entitled to tender the Securities, such tenders will be effected by means of
DTC's Repayment Option Procedures. Under the Repayment Option Procedures, DTC shall receive, during the applicable tender period, instructions from its Participants to tender Securities for purchase.
Issuer and Agent agree that such tender for purchase may be made by DTC by means of a book-entry credit of such Securities to the account of Agent, provided that such credit is made on or before the
final day of the applicable tender period. DTC agrees that promptly after the recording of any such book-entry credit, it will provide to Issuer or Agent an Agent Receipt and Confirmation or the
equivalent, in accordance with the Repayment Option Procedures, identifying the Securities and the aggregate principal amount thereof as to which such tender for purchase has been made. 


    Issuer
or Agent shall send DTC notice regarding such optional tender by hand or by a secure means (e.g., legible facsimile
transmission, registered or certified mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business two business days
before the Publication Date. The Publication Date shall be no fewer than 15 days prior to the expiration date of the applicable tender period. Such notice shall state whether any partial redemption of
the Securities is scheduled to occur during the applicable optional tender period. Notices to DTC pursuant to the above by telecopy shall be directed to DTC's Put Bond Unit at (212) 855-5235. If the
party sending the notice does not receive a telecopy receipt from DTC confirming that the notice has been received, such party shall telephone (212) 855-5230. Notices to DTC pursuant to the above by
mail or by any other means shall be sent to: 




Supervisor,
Put Bond Unit

Reorganization Department

The Depository Trust Company

55 Water Street 50th Floor

New York, NY 10041-0099 





    8.  All
notices and payment advices sent to DTC shall contain the CUSIP number of the Securities. 


    9.  In
the event of a change in the interest rate, Agent shall send notice to DTC of such change and Agent shall indicate the stated coupon rate. Such notice, which
shall include Agent contact's name and telephone number, by telecopy shall be directed to DTC's Dividend Department at (212) 855-4555. If the party sending the notice does not receive a telecopy
receipt from DTC confirming that the notice has been received, such party shall telephone (212) 855-4550. Notices to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent to: 




Manager,
Announcements

Dividend Department

The Depository Trust Company

55 Water Street 25th Floor

New York, NY 10041-0099 




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    10. Issuer
or Agent shall provide a written notice of interest payment information, including the stated coupon rate information, to DTC as soon as the information is
available. Issuer or Agent shall provide such notice directly to DTC electronically, as previously arranged by Issuer or Agent. If electronic transmission has not been arranged, absent any other
arrangements between Issuer or Agent and DTC, such information shall be sent by telecopy to DTC's Dividend Department at (212) 855-4555 or (212) 855-4556. If the party sending the notice does not
receive a telecopy receipt from DTC confirming that the notice has been received, such party shall telephone (212) 855-4550. Notices to DTC pursuant to this Paragraph, by mail or by any other means,
shall be sent to DTC's Dividend Department to the address indicated in Paragraph 9. 


    11. Interest
payments and principal payments that are part of periodic principal-and-interest payments shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all such interest payments due
Agent, or at such earlier time as may be required by Agent to guarantee that DTC shall receive payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date. Absent any other
arrangements between Issuer or Agent and DTC, such funds shall be wired to the Dividend Deposit Account number that will be stamped on the signature page hereof at the time DTC executes this Letter of
Representations. 


    12. Issuer
or Agent shall provide DTC's Dividend Department, no later than 12:00 noon (Eastern Time) on the payment date, automated notification of CUSIP-level detail.
If the circumstances prevent the funds paid to DTC from equaling the dollar amount associated with the detail payments by 12:00 noon (Eastern Time), Issuer or Agent must provide CUSIP-level
reconciliation to DTC no later than 2:30 p.m. (Eastern Time). Reconciliation must be provided by either automated means or written format. Such reconciliation notice, if sent by telecopy, shall be
directed to DTC's Dividend Department at (212) 855-4633, and receipt of such reconciliation notice shall be confirmed by telephoning (212) 855-4430. 


    13. Maturity
and redemption payments allocated with respect to each CUSIP number shall be received by Cede & Co., as nominee of DTC, or its registered assigns, in
same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all maturity and redemption payments due Agent, or at such
earlier time as required by Agent to guarantee that DTC shall receive payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date. Absent any other arrangements between Issuer
or Agent and DTC, such funds shall be wired to the Redemption Deposit Account number that will be stamped on the signature page hereof at the time DTC executes this Letter of Representations. 


    14. Principal
payments (plus accrued interest, if any) as a result of optional tenders for purchase effected by means of DTC's Repayment Option Procedures shall be
received by Cede & Co., as nominee of DTC, or its registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on
the payment date all such reorganization payments due Agent, or at such earlier time as required by Agent to guarantee that DTC shall receive payment in same-day funds no later than 2:30 p.m. (Eastern
Time) on the payment date. Absent any other arrangements between Issuer or Agent and DTC, such funds shall be wired to the Reorganization Deposit Account number that will be stamped on the signature
page hereof at the time DTC executes this Letter of Representations. 


    15. DTC
may direct Issuer or Agent to use any other number or address as the number or address to which notices or payments may be sent. 


    16. In
the event of a redemption, acceleration, or any other similar transaction (e.g., tender made and accepted in
response to Issuer's or Agent's invitation) necessitating a reduction in the aggregate principal amount of Securities outstanding or an advance refunding of part of the Securities outstanding, DTC, in
its discretion: (a) may request Issuer or Agent to issue and authenticate a new 


5





 


Security certificate; or (b) may make an appropriate notation on the Security certificate indicating the date and amount of such reduction in principal except in the case of final maturity, in which
case the certificate will be presented to Issuer or Agent prior to payment, if required. 


    17. In
the event that Issuer determines that beneficial owners of Securities shall be able to obtain certificated Securities, Issuer or Agent shall notify DTC of the
availability of certificates. In such event, Issuer or Agent shall issue, transfer, and exchange certificates in appropriate amounts, as required by DTC and others. 


    18. DTC
may discontinue providing its services as securities depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent (at
which time DTC will confirm with Issuer or Agent the aggregate principal amount of Securities outstanding). Under such circumstances, at DTC's request, Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate certificates evidencing Securities to any Participant having Securities credited to its DTC accounts. 


    19. Nothing
herein shall be deemed to require Agent to advance funds on behalf of Issuer. 


    20. This
Letter of Representations may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such
counterparts together shall constitute but one and the same instrument. 


    21. This
Letter of Representations shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles of
conflicts of law. 


    22. The
sender of each notice delivered to DTC pursuant to this Letter of Representations is responsible for confirming that such notice was properly received by DTC. 


    23. Issuer
recognizes that DTC does not in any way undertake to, and shall not have any responsibility to, monitor or ascertain the compliance of any transactions in
the Securities with the following, as amended from time to time: (a) any exemptions from registration under the Securities Act of 1933; (b) the Investment Company Act of 1940; (c) the Employee
Retirement Income Security Act of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any self-regulatory organizations (as defined under the Securities Exchange Act of 1934); or (f) any
other local, state, or federal laws or regulations thereunder. 


    24. Issuer
hereby authorizes DTC to provide to Agent listings of Participant's holdings known as Security Position Listings ("SPLs") with respect to the Securities from
time to time at the request of the Agent. DTC charges a fee for such SPLs. This authorization, unless revoked by Issuer, shall continue with respect to the Securities while any Securities are on
deposit at DTC, until and unless Agent shall no longer be acting. In such event, Issuer shall provide DTC with similar evidence, satisfactory to DTC, of the authorization of any successor thereto so
to act. Requests for SPLs shall be sent by telecopy to the Proxy Unit of DTC's Reorganization Department at (212) 855-5181 or (212) 855-5182. Receipt of such requests shall be confirmed by telephoning
(212) 855-5202. Requests for SPLs, sent by mail or by any other means, shall be directed to the address indicated in Paragraph 3. 


    25. Issuer
and Agent shall comply with the applicable requirements stated in DTC's Operational Arrangements, as they may be amended from time to time. DTC's Operational
Arrangements are posted on DTC's website at "www.DTC.org." 



    26. The
following rider(s), attached hereto, are hereby incorporated into this Letter of Representations: 


6





 
Rider A  


 
 

[LOGO]    
  


 
 

Representations for Rule 144A Securities—
  to be included in DTC Letter of Representations    
  


    1.  Issuer
represents that at the time of initial registration in the name of DTC's nominee, Cede & Co., the Securities were Legally or Contractually Restricted
Securities,(1) eligible for transfer under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and identified by a CUSIP or CINS number assigned to any securities of the
same class that were not Legally or Contractually Restricted Securities. Issuer shall ensure that a CUSIP or CINS identification number is obtained for all unrestricted securities of the same class
that is different from any CUSIP or CINS identification number assigned to a Legally or Contractually Restricted Security of such class, and shall notify DTC promptly in the event that it is unable to
do so. Issuer represents that it has agreed to comply with all applicable information requirements of Rule 144A. 


    2.  Issuer
represents that the Securities are: [Note: Issuer must represent one of the following, and
shall cross out the other.]


[an
issue of nonconvertible debt securities or nonconvertible preferred stock which is rated in one of the top four categories by a nationally recognized statistical rating organization
("Investment Grade Securities").] 


[Included
within       , a Self-Regulatory Organization System approved by the Securities and Exchange Commission for the
reporting of quotation and trade information of securities eligible for transfer pursuant to Rule 144A) an "SRO Rule 144A System").] 


    3.  If
the Securities are not Investment-Grade Securities, Issuer and Agent acknowledge that if such Securities cease to be included in an SRO Rule 144A System during
any period in which such Securities are Legally or Contractually Restricted Securities, such Securities shall no longer be eligible for DTC's services. Furthermore, DTC may discontinue providing its
services as securities depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under any of the aforementioned circumstances, at DTC's request, Issuer and
Agent shall cooperate fully with DTC by taking appropriate action to make available one or more separate certificates evidencing Securities to any DTC Participant ("Participant") having Securities
credited to its DTC accounts. 


    4.  Issuer
and Agent acknowledge that, so long as Cede & Co. is a record owner of the Securities, Cede & Co. shall be entitled to all applicable voting rights and
receive the full amount of all distributions payable with respect thereto. Issuer and Agent acknowledge that DTC shall treat any Participant having Securities credited to its DTC accounts as entitled
to the full benefits of ownership of such Securities. Without limiting the generality of the preceding sentence, Issuer and Agent acknowledge that DTC shall treat any Participant having Securities
credited to its DTC accounts as entitled to receive distributions (and voting rights, if any) in respect of the Securities, and to receive from DTC certificates evidencing Securities. Issuer and Agent
recognize that DTC does not in any way undertake to, and shall not have any responsibility to, monitor or ascertain the compliance of any transactions in the Securities with any of the provisions: (a)
of Rule 144A; (b) of other exemptions from registration under the Securities Act or any other state or federal securities laws; or (c) of the offering documents. 





    (1) A "Legally Restricted Security" is a security that is a restricted security, as defined in Rule 144(a)(3). A "Contractually Restricted
Security" is a security that upon issuance and continually thereafter can only be sold pursuant to Regulation S under the Securities Act, Rule 144A, Rule 144, or in a transaction exempt from the
registration requirements of the Securities Act pursuant to Section 4 of the Securities Act and not involving any public offering; provided, however, that
once the security is sold pursuant to the provisions of Rule 144, including Rule 144(k), it will thereby cease to be a "Contractually Restricted Security." For purposes of this definition, in order
for a depositary receipt to be considered a "Legally or Contractually Restricted Security," the underlying security must also be a "Legally or Contractually Restricted
Security."


7






 
Rider B 


 
  [LOGO]    
  


 
 

Representations for Securities Eligible for Transfer pursuant to Regulation S
  Where Issuer has Requested a Temporary "Chill" on Deliver Orders—
  to be included in DTC Letter of Representations    





    Issuer has requested that, with respect to the Securities that are eligible for transfer pursuant to Regulation S, which have been identified by a
separate CUSIP number (the "Regulation S Securities"), DTC not effect book-entry deliveries (except deliveries via DTC's Deposit/Withdrawal at Custodian DWAC system in Participant accounts
maintained by banks that act as depositaries for Cedel and Euroclear) until July 18, 2001 [, or—if not specified—until further notice in the manner set forth
below]. 


    In
the event that Issuer desires an extension or shortening of this "Deliver Order Chill," Issuer or Agent(1) shall send DTC a notice requesting that the Deliver Order Chill be
eliminated as of a specified date. Such notice shall be sent to DTC by a secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business two business days prior to the date specified for elimination of the Deliver
Order Chill. If sent by telecopy, such notice shall be sent to (212) 344-1531 or (212) 855-3728. Issuer or Agent shall confirm DTC's receipt of such telecopy by telephoning DTC's
Underwriting Department at (212) 855-3731. If delivered by hand or sent by mail or overnight delivery, such notice shall be sent to:  













Manager,
Eligibility Section

Underwriting Department

The Depository Trust Company

55 Water Street 19th Floor

New York, NY 10041-0099 
















    (1) Agent shall be defined as Depositary, Trustee, Trust Company, Issuing Agent and/or Paying Agent as such definition applies in the DTC Letter
of Representations to which this rider may be attached.


8





 


	Notes:	 	 	 	 
	
A. If there is an Agent (as defined in this Letter of Representations), Agent, as well as Issuer, must sign this Letter. If there is no Agent, in signing this Letter Issuer itself undertakes to perform all of the
obligations set forth herein.	
 	

 	
 	

 
	

B. Schedule B contains statements that DTC believes accurately describe DTC, the method of effecting book-entry transfers of securities distributed through DTC, and certain related matters.	
 	

 	
 	

 
	

 	
 	
Very truly yours,
	

 	
 	
Hormel Foods Corporation
 [Issuer]
	

 	
 	

By:	
 	

/s/ MICHAEL J. MCCOY   
 [Authorized Officer's Signature]
	

 	
 	

U.S. Bank Trust National Association



	 	 	[Agent]
	

 	
 	

By:	
 	

/s/ JULIE EDDINGTON   
 [Authorized Officer's Signature]
	

Received and Accepted:

THE DEPOSITORY TRUST COMPANY	
 	

 	
 	

 





	

By:	
 	

/s/ RICHARD B. NESSON   
	
 	

 
	

Funds should be wired to:
	The Chase Manhattan Bank
	ABA #021000021
	For Credit To A/C Cede & Co.

c/o The Depository Trust Company





	cc:	 	Underwriter/Placement Agent

Underwriter's/Placement Agent's Counsel




9






   SCHEDULE A  



	

 
	Hormel Foods Corporation—$350,000,000 Principal

	

 
	Amount of Senior Unsecured Notes
 [Describe Issue]





	
CUSIP Number
	
 	

Principal Amount
	
 	

Maturity Date
	
 	

Interest Rate

	W44058.AA 0	 	$0	 	June 1, 2001	 	6.625%
	440452 AC 4	 	up to $350,000,000	 	June 1, 2011	 	6.625%





10






  



SCHEDULE B  


 
  SAMPLE OFFERING DOCUMENT LANGUAGE
  DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
  (Prepared by DTC—bracketed material may be applicable only to certain issues)




    1.  The
Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the securities (the "Securities"). The Securities will be issued as
fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered
Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate principal amount of such issue, and will be deposited
with DTC. [If, however, the aggregate principal amount of [any] issue exceeds $400 million, one certificate will be issued with respect to each $400 million of
principal amount and an additional certificate will be issued with respect to any remaining principal amount of such issue.] 


    2.  DTC
is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC holds securities that its participants ("Direct Participants") deposit with DTC. DTC also facilitates the settlement among Direct Participants of securities
transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Direct Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a
number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). The Rules applicable to DTC and its Direct and Indirect Participants are on file with the Securities and Exchange Commission. 


    3.  Purchases
of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records. The
ownership interest of each actual
purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their
purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and
Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the
book-entry system for the Securities is discontinued. 


    4.  To
facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or
such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any
change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such
Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 


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    5.  Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
[Beneficial Owners of Securities may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Securities, such as redemptions,
tenders, defaults, and proposed amendments to the security documents. Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to
obtain and transmit notices to Beneficial Owners, or in the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be
provided directly to them.] 


    [6.  Redemption
notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC's practice is to determine by lot
the amount of the interest of each Direct Participant in such issue to be redeemed.] 


    7.  Neither
DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Securities. Under its usual procedures, DTC mails an Omnibus Proxy
to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Securities are credited on
the record date (identified in a listing attached to the Omnibus Proxy). 


    8.  Redemption
proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized
representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from Issuer or Agent on payable date in accordance
with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividends to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners shall be the responsibility of Direct and Indirect Participants. 


    [9.  A
Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to
[Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant's interest in the Securities, on DTC's
records, to [Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC's records and followed by a book-entry credit of tendered Securities to
(Tender/Remarketing] Agent's DTC account.] 


    10. DTC
may discontinue providing its services as securities depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under
such circumstances, in the event that a successor securities depository is not obtained, Security certificates are required to be printed and delivered. 


    11. Issuer
may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Security certificates
will be printed and delivered. 


    12. The
information in this section concerning DTC and DTC's book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no
responsibility for the accuracy thereof. 


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QuickLinks


[LOGO]

Representations for Rule 144A Securities— to be included in DTC Letter of Representations

[LOGO]

Representations for Securities Eligible for Transfer pursuant to Regulation S Where Issuer has Requested a Temporary "Chill" on Deliver Orders— to be included in DTC Letter of Representations



SAMPLE OFFERING DOCUMENT LANGUAGE DESCRIBING BOOK-ENTRY-ONLY ISSUANCE (Prepared by DTC—bracketed material may be applicable only to certain issues)