Exhibit 10.1


Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


 


As
Amended and Restated


 


Effective
January 1, 2008


 




 





 













 


Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  Selection, Enrollment,
  Eligibility

  	
  9

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Selection by Committee

  	
   

  
	
  2.2

  	
  Enrollment and
  Eligibility Requirements; Commencement of Participation

  	
   

  
	
  2.3

  	
  Termination of
  Participation and/or Deferrals

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  Deferral
  Commitments/Discretionary Contribution Amounts/Vesting/Crediting/Taxes

  	
  10

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Minimum Deferrals

  	
   

  
	
  3.2

  	
  Maximum Deferral

  	
   

  
	
  3.3

  	
  Election to Defer;
  Effect of Election Form

  	
   

  
	
  3.4

  	
  Withholding and
  Crediting of Annual Deferral Amounts

  	
   

  
	
  3.5

  	
  Annual Discretionary
  Contribution Amount

  	
   

  
	
  3.6

  	
  Vesting

  	
   

  
	
  3.7

  	
  Crediting/Debiting of
  Account Balances

  	
   

  
	
  3.8

  	
  FICA and Other Taxes

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  Deduction Limitation

  	
  15

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Deduction Limitation on
  Benefit Payments

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  In-Service Distribution; Unforeseeable Financial
  Emergencies; Withdrawal Election

  	
  15

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  In-Service Distribution

  	
   

  
	
  5.2

  	
  Other Benefits Take
  Precedence Over In-Service Distributions

  	
   

  
	
  5.3

  	
  Withdrawal
  Payout/Suspensions for Unforeseeable Financial Emergencies

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  Change In Control
  Benefit

  	
  17

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Change in Control
  Benefit

  	
   

  
	
  6.2

  	
  Payment of Change in
  Control Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  Retirement Benefit

  	
  17

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Retirement Benefit

  	
   

  
	
  7.2

  	
  Payment of Retirement
  Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  Termination Benefit

  	
  18

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Termination Benefit

  	
   

  
	
  8.2

  	
  Payment of Termination
  Benefit

  	
   

  



 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


	
  ARTICLE 9

  	
  Disability Waiver and
  Benefit

  	
  20

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Disability Waiver

  	
   

  
	
  9.2

  	
  Continued Eligibility;
  Disability Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  Survivor Benefit

  	
  20

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Survivor Benefit

  	
   

  
	
  10.2

  	
  Payment of Survivor
  Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
  Forfeiture of Benefits

  	
  21

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Forfeiture of Benefits

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
  Beneficiary Designation

  	
  21

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  Right to Designate

  	
   

  
	
  12.2

  	
  Failure of Designation

  	
   

  
	
  12.3

  	
  Disclaimers by
  Beneficiaries

  	
   

  
	
  12.4

  	
  Definitions

  	
   

  
	
  12.5

  	
  Special Rules

  	
   

  
	
  12.6

  	
  No Spousal Rights

  	
   

  
	
  12.7

  	
  Death Prior to Full
  Distribution

  	
   

  
	
  12.8

  	
  Discharge of
  Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13

  	
  Leave of Absence

  	
  24

  
	
   

  	
   

  	
   

  
	
  13.1

  	
  Paid Leave of Absence

  	
   

  
	
  13.2

  	
  Unpaid Leave of Absence

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14

  	
  Termination, Amendment
  or Modification

  	
  24

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  Termination

  	
   

  
	
  14.2

  	
  Amendment

  	
   

  
	
  14.3

  	
  Plan Agreement

  	
   

  
	
  14.4

  	
  Effect of Payment

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 15

  	
  Administration

  	
  25

  
	
   

  	
   

  	
   

  
	
  15.1

  	
  Committee Duties

  	
   

  
	
  15.2

  	
  Agents

  	
   

  
	
  15.3

  	
  Binding Effect of
  Decisions

  	
   

  
	
  15.4

  	
  Indemnity of Committee

  	
   

  
	
  15.5

  	
  Employer Information

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 16

  	
  Other Benefits and
  Agreements

  	
  26

  
	
   

  	
   

  	
   

  
	
  16.1

  	
  Coordination with Other
  Benefits

  	
   

  



 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


	
  ARTICLE 17

  	
  Claims Procedures

  	
  26

  
	
   

  	
   

  	
   

  
	
  17.1

  	
  Presentation of Claim

  	
   

  
	
  17.2

  	
  Notification of
  Decision

  	
   

  
	
  17.3

  	
  Review of a Denied
  Claim

  	
   

  
	
  17.4

  	
  Decision on Review

  	
   

  
	
  17.5

  	
  Legal Action

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 18

  	
  Trust

  	
  28

  
	
   

  	
   

  	
   

  
	
  18.1

  	
  Establishment of the
  Trust

  	
   

  
	
  18.2

  	
  Interrelationship of
  the Plan and the Trust

  	
   

  
	
  18.3

  	
  Distributions From the
  Trust

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 19

  	
  Miscellaneous

  	
  28

  
	
   

  	
   

  	
   

  
	
  19.1

  	
  Status of Plan

  	
   

  
	
  19.2

  	
  Unsecured General
  Creditor

  	
   

  
	
  19.3

  	
  Employer’s Liability

  	
   

  
	
  19.4

  	
  Nonassignability

  	
   

  
	
  19.5

  	
  Not a Contract of
  Employment

  	
   

  
	
  19.6

  	
  Furnishing Information

  	
   

  
	
  19.7

  	
  Terms

  	
   

  
	
  19.8

  	
  Captions

  	
   

  
	
  19.9

  	
  Governing Law

  	
   

  
	
  19.10

  	
  Notice

  	
   

  
	
  19.11

  	
  Successors

  	
   

  
	
  19.12

  	
  Spouse’s Interest

  	
   

  
	
  19.13

  	
  Validity

  	
   

  
	
  19.14

  	
  Incompetent

  	
   

  
	
  19.15

  	
  Court Order

  	
   

  
	
  19.16

  	
  Insurance

  	
   

  



 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


HORMEL
FOODS CORPORATION

EXECUTIVE DEFERRED INCOME PLAN II

(2008 Restatement (2nd))


 


Amended and Restated
Effective January 1, 2008


 


History
and Purpose


 


HORMEL FOODS CORPORATION, a Delaware corporation
(hereinafter, the “Company”), previously established a nonqualified, unfunded
deferred compensation plan (the “Plan”) which was first effective November 1,
1992. The Plan was amended and restated in its entirety effective November 1,
2002 (the “2002 Restatement”). The Plan was again amended and restated
effective January 1, 2005 to comply with Section 409A of the Code. The
2005 Restatement applied solely to deferred compensation subject to Section 409A
of the Code (i.e., deferred compensation
credited under the Plan which related all or in part to services performed on
or after January 1, 2005. Deferred compensation credited under the Plan
which relates entirely to services performed on or before December 31,
2004 is “grandfathered” from application of Section 409A of the Code and
continues to be governed by the rules of payment under the 2002
restatement, which are incorporated into Appendix A to this Plan Statement. All
pre-409A payment elections made by the Participant with respect to the
Participant’s entire grandfathered Account Balance shall continue in effect
unless modified by the Participant, in accordance with the rules of
payment under Appendix A.


 


The Plan was subsequently restated effective January 1,
2008 to: (i) allow Participants to make separate payment elections with
respect to each type of voluntary elective deferral (i.e., Annual Deferral Amount) made with respect a Deferral
Period ending on or after January 1, 2008 (whereas previously Participants
made one payment election, upon commencement of participation, applicable to
their entire Account Balance); (ii) permanently discontinue Profit Sharing
Amounts with respect to fiscal years ending on or after October 27, 2007;
and (iii) provide for a non-elective time and form of payment for all
Annual Discretionary Contribution Amounts credit for Plan Years beginning on or
after January 1, 2008 (except with respect to a Change in Control Benefit).
With respect to Annual Deferral Amounts made with respect to 2005 through 2007
Deferral Periods, the payment elections made by the Participant with respect to
the Participant’s entire 2005-2007 Account Balance shall continue in effect,
and the terms of payment shall be governed by Appendix A.


 


The Plan is hereby again amended and restated,
effective January 1, 2008, to allow Participants, during a limited period
ending December 31, 2008, an opportunity to change the form of payment
with respect to Retirement Benefit and Survivor Benefit elections for all amounts
credited to the Plan that are subject to Section 409A of the Code (i.e., generally, amounts deferred or contributed into the
Plan on or after January 1, 2005) in accordance with special transition rules issued
by the IRS and the U.S. Department of Treasury in connection with the
implementation of Section 409A of the Code.


 


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


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


ARTICLE 1

Definitions


 


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


 


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


 


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


 


1.3           “Annual Deferral Account” shall mean with
respect to a Participant, an entry on the records of the Employer equal to the
following amount:  (i) a Participant’s
Annual Deferral Amount for any Deferral Period with respect to Base Annual
Salary, Bonus, LTIP Amounts, Operator Share Dividends or Operator Share Bonus,
plus (ii) amounts credited or debited to such amount pursuant to this
Plan, less (iii) all distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to the Annual Deferral Account. (Each
separate deferral source shall have a separate Annual Deferral Account.)  The Annual Deferral Account shall be a
bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or
his or her designated Beneficiary, pursuant to this Plan.


 


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


 


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


 


1.6           “Base Annual Salary” shall mean the annual
cash compensation relating to services performed during any calendar year,
excluding operator share dividends, bonuses, commissions, overtime, fringe
benefits, stock options, relocation expenses, incentive payments, non-monetary
awards, director fees and other fees, and automobile and other allowances paid
to a Participant for employment services rendered (whether or not such
allowances are included in the Employee’s


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


gross income). Base Annual Salary shall be
calculated before reduction for compensation voluntarily deferred or
contributed by the Participant pursuant to all qualified or non-qualified plans
of any Employer and shall be calculated to include amounts not otherwise
included in the Participant’s gross income under Code Sections 125,
402(e)(3), 402(h), or 403(b) pursuant to plans established by any
Employer; provided, however, that all such amounts will be included in
compensation only to the extent that had there been no such plan, the amount
would have been payable in cash to the Employee.


 


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


 


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


 


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


 


(a)           The January 1 immediately following the date on which the
Participant Retires or experiences a Termination of Employment (except that, in
the case of a Participant who is a Specified Employee, the date that is six
months and one day immediately following the date on which the Participant
Retires or experiences a Termination of Employment, if later than such January 1).
Notwithstanding the foregoing, in connection with the Participant’s election to
defer an Annual Deferral Amount, the Participant shall select one of the
following dates to commence payment of the Annual Deferral Account that relates
to such Annual Deferral Amount (provided, however, that in the event the
Participant changes his or her Retirement Benefit or Termination Benefit
election in accordance with Section 7.2 or Section 8.2, respectively,
his or her Benefit Distribution Date under this paragraph (a) shall
be postponed in accordance with such Section):


 


	
  (i)

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

  
	
   

  	
   

  
	
  (ii)

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

  



 


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


 


	
  (iii)

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

  
	
   

  	
   

  
	
  (iv)

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

  



 


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


 


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


 


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


 


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


 


1.12         “Change in Control” shall mean the
occurrence of a “change in the ownership of the Employer,” “change in effective
control of the Employer,” and/or a “change in the ownership of a substantial
portion of the Employer’s assets” as defined under Treasury Regulation §
1.409A-3(i)(5).


 


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


 


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


 


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


 


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


 


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


 


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


 


1.19         “Deferral Period” shall mean


 


(a)           the applicable performance period with respect to Bonus and LTIP
Amounts which qualify as “performance based compensation” in accordance with
Code Section 409A and related guidance;


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


(b)           Hormel Foods Corporation’s fiscal year with respect to Operator Share
Bonus that qualifies as “fiscal year compensation” in accordance with Code Section 409A
and related guidance; and


 


(c)           the Plan Year with respect to Base Annual Salary, Operator Share
Dividends and any other Bonus, LTIP Amounts and Operator Share Bonus that do
not qualify as performance-based compensation or fiscal year compensation.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1.29         “LTIP Amounts” shall mean any compensation
payable to a Participant as an Employee under any Employer’s long-term
incentive plan or any other long-term incentive arrangement


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


designated by the
Committee which is eligible for deferral in accordance with Article 3, and
includes payments made under the Hormel Foods Corporation Long Term Incentive
Plan.


 


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


 


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


 


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


 


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


 


1.34         “Plan” shall mean the Hormel Foods
Corporation Executive Deferred Income Plan II (2008 Restatement), which shall
be evidenced by this instrument and by each Plan Agreement, as they may be
amended from time to time.


 


1.35         “Plan Agreement” shall mean a written
agreement, as may be amended from time to time, which is entered into by and
between an Employer and a Participant. Each Plan Agreement executed by a
Participant and the Participant’s Employer shall provide for the entire benefit
to which such Participant is entitled under the Plan; should there be more than
one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by
the Employer shall supersede all previous Plan Agreements in their entirety and
shall govern such entitlement. The terms of any Plan Agreement may be different
for any Participant, and any Plan Agreement may provide additional benefits not
set forth in the Plan or limit the benefits otherwise provided under the Plan;


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


provided, however, that any such
additional benefits or benefit limitations must be agreed to by both the
Employer and the Participant.


 


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


 


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


 


1.38        “Prior Plan Statement” shall mean the
series of documents pursuant to which this Plan established and operated until January 1,
2008.


 


1.39        “Profit Sharing Account” shall mean (i) the
sum of all of a Participant’s Annual Profit Sharing Amounts deferred with
respect to Plan Years beginning prior to January 1, 2008 under the terms
of the Prior Plan Statement, plus (ii) amounts credited in accordance with
all the applicable crediting and debiting provisions of this Plan that relate
to the Participant’s Profit Sharing Account, less (iii) all distributions
made to the Participant or his or her Beneficiary pursuant to this Plan that
relate to the Participant’s Profit Sharing Account. Effective for Plan Years
beginning on or after January 1, 2008, Annual Profit Sharing Amounts shall
no longer be made to the Plan.


 


1.40        “Restricted Stock Account” shall mean the
shares of Restricted Stock deferred by a Participant as a result of all Annual
Restricted Stock Amounts on or before December 31, 2004 under the Prior
Plan Statement. Effective January 1, 2005, deferrals of Annual Restricted
Stock Amounts shall no longer made to the Plan.


 


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


 


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


 


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


 


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


 


1.45        “Stock Option Gain Account” shall mean the
shares of Stock deferred by a Participant as a result of all Annual Stock
Option Gain Amounts before December 31, 2004 under the Prior Plan
Statement. Effective January 1, 2005, deferrals of Annual Stock Option
Gain Amounts shall no longer be made to the Plan.


 


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


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document
(2008 Restatement (2nd))




 





 


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


 


1.48         “Termination of Employment” shall mean the
separation from service (within the meaning of Treas. Regs. § 1.409A-1(h)) with
the Company Controlled Group, voluntarily or involuntarily, for any reason
other than Retirement, Disability or death. Whether a separation from service
has occurred is determined under Code Section 409A and Treasury
Regulation 1.409A-1(h) (i.e.,
whether the facts and circumstances indicate that the Employer  and the employee reasonably anticipated that
no further services would be performed after a certain date or that the level
of bona fide services the employee would perform after such date (whether as an
employee or independent contractor) would permanently decrease to no more than
twenty percent (20%) of the average level of bona fide services performed
(whether as an employee or an independent contractor) over the immediately
preceding thirty-six (36) month period (or the full period of services to the
employer if the employee has been providing services to the employer less than
thirty-six (36) months)). Separation from service shall not be deemed to occur
while the employee is on military leave, sick leave or other bona fide leave of
absence if the period does not exceed six (6) months or, if longer, so
long as the employee retains a right to reemployment with any member of the
Company Controlled Group under an applicable statute or by contract. For this
purpose, a leave is bona fide only if, and so long as, there is a reasonable
expectation that the employee will return to perform services for any member of
the Company Controlled Group. Notwithstanding the foregoing, a twenty-nine (29)
month period of absence will be substituted for such six (6) month period
if the leave is due to any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a
continuous period of no less than six (6) months and that causes the
employee to be unable to perform the duties of his or her position of
employment. For this purpose, the “Company Controlled Group” is the Participant’s
Employer and all persons with whom the Employer would be considered a single
employer under Code sections 414(b) and 414(c); provided that, in applying
Code sections 1563(a)(1), (2) and (3) for purposes of determining a
controlled group of corporations under Code section 414(b), the language “at
least 50 percent” shall be used instead of “at least 80 percent” each place it
appears therein, and in applying Treas. Regs. § 1.414(c)-2 for purposes of
determining trades or businesses that are under common control for purposes of
Code section 414(c), “at least 50 percent” shall be used instead of “at least
80 percent” each place it appears therein. If an Employer who is an Affiliate
(i.e., not the Principal Sponsor) ceases to be an Affiliate because of a sale
of substantially all the stock or assets of that Employer, then Participants
who are employed by that Employer and who cease to be employed by that Employer
in connection with the sale of substantially all the stock or assets of that
Employer shall be deemed to have thereby had a Termination of Employment for
the purposes of commencing distributions from this Plan.


 


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


 


1.50         “Unforeseeable Financial Emergency” shall
mean an unanticipated emergency that is caused by an event beyond the control
of the Participant that would result in severe financial hardship to the
Participant resulting from (i) a sudden and unexpected illness or accident
of the Participant, the Participant’s spouse, or a dependent of the
Participant, (ii) a loss of the Participant’s property due


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


to casualty, or (iii) such
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant, all as determined in the sole
discretion of the Committee.


 


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


 


ARTICLE 2


Selection,
Enrollment, Eligibility


 


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


 


2.2           Enrollment and Eligibility Requirements; Commencement of
Participation.


 


(a)           As a condition to participation, each selected Employee who is eligible
to participate in the Plan shall complete, execute and return to the Principal
Sponsor an Election Form and a Beneficiary Designation Form . In
addition, the Committee shall establish from time to time such other enrollment
requirements as it determines in its sole discretion are necessary.


 


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


 


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


 


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


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


ARTICLE 3


Deferral
Commitments/Discretionary Contribution Amounts/Vesting/Crediting/Taxes


 


3.1           Minimum Deferrals.


 


(a)           Base Annual Salary,
Bonus, LTIP Amounts, Operator Share Dividends and Operator Share Bonus. For each Deferral Period, a Participant may elect to
defer, as his or her Annual Deferral Amount, Base Annual Salary, Bonus, LTIP
Amounts, Operator Share Dividends and/or Operator Share Bonus in the following
minimum amounts for each deferral elected:


 


	
   

  Deferral

   

  	
   

  Minimum Amount

   

  
	
  Base Annual Salary

  	
  $0

  
	
  Bonus

  	
  $2,000

  
	
  LTIP Amounts

  	
  $2,000

  
	
  Operator Share Dividends

  	
  $0

  
	
  Operator Share Bonus

  	
  $2,000

  



 


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


 


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


 


3.2           Maximum Deferral.


 


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


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


	
   

  Deferral

   

  	
   

  Maximum Amount

   

  
	
  Base Annual Salary

  	
  40%

  
	
  Bonus

  	
  100%

  
	
  LTIP Amounts

  	
  100%

  
	
  Operator Share Dividends

  	
  40%

  
	
  Operator Share Bonus

  	
  100%

  



 


(b)           Short Deferral Period. Notwithstanding the foregoing, if a Participant
first becomes a Participant after the first day of a Deferral Period, the
maximum Annual Deferral Amount (i) with respect to Base Annual Salary
shall be limited to the amount of compensation not yet earned by the
Participant as of the date the Participant submits a Plan Agreement and
Election Form to the Committee for acceptance, and (ii) with respect
to Bonus, LTIP Amounts, Operator Share Dividends and Operator Share Bonus shall
be limited to those amounts deemed eligible for deferral, in the sole
discretion of the Committee.


 


3.3           Election to Defer; Effect of Election Form.


 


(a)           Plan Year
Compensation. A Participant may make a
deferral election to defer Base Annual Salary and/or Operator Share Dividends
not later than the last day of the Plan Year immediately preceding the Plan
Year to which the Base Annual Salary and Operator Share Dividends relate. The
Participant’s election shall include such other elections as the Committee
deems necessary or desirable under the Plan. For these elections to be valid,
the Election Form must be completed and signed by the Participant, timely
delivered to the Committee (in accordance with Section 2.2 above) and
accepted by the Committee. The Participant’s election shall become irrevocable
as of the first day of the Plan Year to which the Base Annual Salary and/or
Operator Share Dividends relate. If no such Election Form is timely
delivered for a Plan Year, the Annual Deferral Amounts shall be zero for that
Plan Year.


 


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


 


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


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


(d)           Newly Eligible Participants. Notwithstanding the foregoing, a selected Employee
who first becomes eligible to participate in this Plan (and all like-kind plans
aggregated to this Plan for purposes of Code Section 409A) after the first
day of a Deferral Period, the Committee may permit the Participant to make a
deferral election within 30 days after he or she first becomes eligible to
participate in the Plan, or within such other earlier deadline as may be
established by the Committee, in its sole discretion, in order to participate
for such period. In such event, such person’s participation in this Plan shall
not commence earlier than 30 days after he or she first becomes eligible to
participate in the Plan, and such person shall not be permitted to defer under
this Plan any portion of his or her Base Salary, Bonus, LTIP Amounts, Operator
Share Dividends or Operator Share Bonus that are paid with respect to services
performed prior to his or her participation commencement date, except to the
extent permissible under Code Section 409A and related Treasury guidance
or Regulations.


 


3.4           Withholding and Crediting of Annual Deferral Amounts. For
each Plan Year, the Base Annual Salary portion of the Annual Deferral Amount
shall be withheld from each regularly scheduled Base Annual Salary payroll in
equal amounts, as adjusted from time to time for increases and decreases in
Base Annual Salary. The Bonus, LTIP Amounts, Operator Share Dividends and
Operator Share Bonus shall be withheld at the time the Bonus, LTIP Amounts,
Operator Share Dividends or Operator Share Bonus are or otherwise would be paid
to the Participant, whether or not this occurs during the applicable Deferral
Period itself. Annual Deferral Amounts shall be credited to a Participant’s
Annual Deferral Account at the time such amounts would otherwise have been paid
to the Participant.


 


3.5           Annual Discretionary Contribution Amount.


 


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


 


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


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


3.6           Vesting.


 


(a)           A Participant shall at all times be 100% vested in his or her Annual
Deferral Accounts, Restricted Stock Account, Stock Option Gain Account and
Profit Sharing Account.


 


(b)           A Participant shall be vested in his or her Discretionary Contribution
Account in accordance with the vesting schedule(s) set forth in his or her
Plan Agreement, employment agreement or any other agreement entered into
between the Participant and his or her Employer. If not addressed in such
agreements, a Participant shall vest in his or her Discretionary Contribution
Account in accordance with the schedule declared by the Committee in its sole
discretion.


 


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


 


(a)           Measurement Funds.
Subject to the restrictions found in this Section 3.7,
the Participant may elect one or more of the measurement funds selected by the
Committee, in its sole discretion, which are based on certain mutual funds (the
“Measurement Funds”), for the purpose of crediting or debiting additional
amounts to his or her Account Balance. As necessary, the Committee may, in its
sole discretion, discontinue, substitute or add a Measurement Fund. Each such
action will take effect as of the first day of the first calendar quarter that
begins at least thirty (30) days after the day on which the Committee gives
Participants advance written notice of such change.


 


(b)           Election of
Measurement Funds. Subject to the restrictions
found in this Section 3.7, a Participant, in connection with his or her
initial deferral election in accordance with Section 3.3(a) above,
shall elect, on the Election Form, one or more Measurement Fund(s) (as
described above) to be used to determine the amounts to be credited or debited
to his or her Account Balance. If a Participant does not elect any of the
Measurement Funds as described in the previous sentence, the Participant’s
Account Balance shall automatically be allocated into the lowest-risk
Measurement Fund, as determined by the Committee, in its sole discretion. Subject
to the restrictions found in Section 3.7, the Participant may (but is not
required to) elect, by submitting an Election Form to the Committee that
is accepted by the Committee, to add or delete one or more Measurement Fund(s) to
be used to determine the amounts to be credited or debited to his or her
Account Balance, or to change the portion of his or her Account Balance
allocated to each previously or newly elected Measurement Fund. If an election
is made in accordance with the previous sentence, it shall apply as of the
first business day deemed reasonably practicable by the Committee, in its sole
discretion, and shall continue thereafter for each subsequent day in which the
Participant participates in the Plan, unless changed in accordance with the
previous sentence.


 


(c)           Declared Rate Measurement Fund. Subject to the restrictions found in this Section 3.7,
a Participant may allocate or re-allocate any portion of his or her Account
Balance to the


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


Declared Rate Measurement Fund, at
any time. The rate of interest credited on amounts allocated to the Declared
Rate Measurement Fund shall be the Crediting Rate and such interest shall be
credited and compounded on a daily basis to a Participant’s Account Balance.


 


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


 


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


 


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


 


3.8           FICA and Other Taxes.


 


(a)           Annual Deferral
Amounts. For each Deferral Period in which
an Annual Deferral Amount is being withheld from a Participant, the Participant’s
Employer(s) shall withhold from that portion of the Participant’s Base
Annual Salary, Bonus, LTIP Amounts, Operator Share Dividends and/or Operator
Share Bonus that are not being deferred, in a manner determined by the
Employer(s), the Participant’s share of FICA and other employment taxes on such
Annual Deferral Amount. If necessary, the Committee may reduce the Annual
Deferral Amount in order to comply with this Section 3.8.


 


(b)           Discretionary
Contribution Account. When a Participant
becomes vested in a portion of his or her Discretionary Contribution Account,
the Participant’s Employer(s) shall withhold from the Participant’s Base
Annual Salary, Bonus, LTIP Amounts, Operator Share Dividends and/or Operator
Share Bonus that are not deferred, in a manner


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


determined by the Employer(s), the
Participant’s share of FICA and other employment taxes. If necessary, the
Committee may reduce the vested portion of the Participant’s Discretionary
Contribution Account in order to comply with this Section 3.8.


 


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


 


ARTICLE 4


Deduction
Limitation


 


4.1          Deduction Limitation on
Benefit Payments. The Principal Sponsor may determine that
as a result of the application of the limitation under Code Section 162(m),
a distribution payable to a Participant pursuant to this Plan would not be
deductible if such distribution were made at the time required by the Plan. If
the Principal Sponsor makes such a determination, then the distribution shall
not be paid to the Participant until such time as the distribution first
becomes deductible. The amount of the distribution shall continue to be
adjusted in accordance with Section 3.7 above until it is distributed to
the Participant. The amount of the distribution, plus amounts credited or
debited thereon, shall be paid to the Participant or his or her Beneficiary (in
the event of the Participant’s death) at the earliest possible date, as
determined by the Principal Sponsor, on which the deductibility of compensation
paid or payable to the Participant for the taxable year of the Principal
Sponsor during which the distribution is made will not be limited by Section 162(m).
Notwithstanding the foregoing, the Committee shall interpret this provision in
a manner that is consistent with Code Section 409A and other applicable
tax law, including but not limited to guidance issued after the effective date
of this Plan.


 


ARTICLE 5


In-Service Distribution; Unforeseeable Financial Emergencies;


Withdrawal Election


 


5.1           In-Service Distribution. In
connection with each election to defer an Annual Deferral Amount, a Participant
may irrevocably elect to receive an In-Service Distribution from the Plan with
respect to all or a portion of the Annual Deferral Amount. The In-Service
Distribution shall be a lump sum payment in an amount that is equal to the
portion of the Annual Deferral Amount that the Participant elected to have
distributed as an In-Service Distribution, plus amounts credited or debited in
the manner provided in Section 3.7 above on that amount, calculated as of
the close of business on or around the date on which the In-Service
Distribution becomes payable, as determined by the Committee in its sole
discretion. Subject to the other terms and conditions of this Plan, each
In-Service Distribution elected shall be paid out during a sixty (60) day
period commencing immediately after the first day of any Plan Year designated
by the Participant. The Plan Year designated by the Participant must be at
least three Plan Years after the end of the Plan Year in which the Annual
Deferral Amount is actually deferred. By way of example, if an In-Service
Distribution is elected for Annual Deferral Amounts that are deferred in the
Plan Year commencing January 1, 2005, the In-Service Distribution would
become payable during a sixty


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document (2008 Restatement (2nd))




 





 


(60) day period
commencing January 1, 2009.  A Participant may elect to change
to an allowable alternative payout date in accordance with this Section 5.1
by submitting a new Election Form to the Committee, subject to the
following:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document
(2008 Restatement (2nd))




 





 


ARTICLE 6


Change
in Control Benefit


 


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


 


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


 


ARTICLE 7


Retirement Benefit


 


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


 


7.2           Payment of Retirement Benefit.


 


(a)           In connection with the Participant’s election to defer an Annual
Deferral Amount, the Participant shall select one of the following alternative
forms of payment with respect to the Annual Deferral Account that relates to
such Annual Deferral Amount.  The
Participant shall elect on an Election Form to receive applicable Account
in a lump sum or pursuant to an Installment Method of two to twenty years (24
to 240 months) and shall select a Benefit Distribution Date.  The Participant may change this election by
submitting an Election Form to the Committee in accordance with the
following criteria:


 


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


 


 




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Executive Deferred
Income Plan II


Master Plan Document
(2008 Restatement (2nd))




 





 


(ii)           The first payment
related to such Account shall be delayed at least five years from the
originally scheduled Benefit Distribution Date for such Account, as described
in Section 1.9;


 


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


 


(iv)          Notwithstanding the
foregoing, the Committee shall interpret all provisions relating to changing
the Retirement Benefit election under this Article 7 in a manner that is
consistent with Code Section 409A and other applicable tax law, including
but not limited to guidance issued after the effective date of this Plan.


 


(b)           Notwithstanding the foregoing, the Participant’s vested Discretionary
Contribution Account shall be paid in a lump sum on the January 1
immediately following the Participant’s Retirement (or, in the case of a
Specified Employee, the date that is six months and one day immediately
following the date on which the Participant Retires, if later than such January 1).


 


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


 


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


 


(e)           Notwithstanding the foregoing, participants shall be afforded an
opportunity to change Retirement Benefit distribution elections from one form
of payment permitted under the Plan to a different form of payment permitted
under the Plan for all amounts credited to the Plan that are subject to Section 409A
of the Code (i.e., generally, amounts deferred
or contributed into the Plan on or after January 1, 2005).  Such change must be made on or before December 31,
2008 and must comply in all other respects 
with special transition rules issued by the IRS and the U.S.
Department of Treasury in connection with the implementation of Section 409A
of the Code.


 


ARTICLE 8


Termination
Benefit


 


8.1           Termination Benefit.  A
Participant who experiences a Termination of Employment shall receive a
Termination Benefit, which shall be equal to the Participant’s vested Account
Balance,


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document
(2008 Restatement (2nd))




 





 


calculated as of the
close of business on or around the occurrence of the Participant’s Benefit
Distribution Date, as determined by the Committee in its sole discretion.


 


8.2           Payment of Termination Benefit.


 


(a)           In connection with the Participant’s election to defer an Annual
Deferral Amount, the Participant shall select a Benefit Distribution Date to
receive payment of the Annual Deferral Account that relates to such Annual
Deferral Amount.  The Termination Benefit
shall be paid to the Participant in a lump sum payment no later than sixty (60)
days after the Participant’s Benefit Distribution Date.  The Participant may change this election by
submitting an Election Form to the Committee in accordance with the
following criteria:


 


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


 


(ii)           The first payment
related to such Account shall be delayed at least five years from the
originally scheduled Benefit Distribution Date for such Account, as described
in Section 1.9;


 


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


 


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


 


(b)           Notwithstanding the foregoing, the Participant’s vested Discretionary
Contribution Account shall be paid in a lump sum on the January 1
immediately following the Participant’s Termination of Employment (or, in the
case of a Specified Employee, the date that is six months and one day following
the date on which the Participant incurs a Termination of Employment, if later
than such January 1).


 


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


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document
(2008 Restatement (2nd))




 





 


ARTICLE 9


Disability
Waiver and Benefit


 


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


 


9.2           Disability Benefit.


 


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


 


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


 


ARTICLE 10

Survivor Benefit


 


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


 


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


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document
(2008 Restatement (2nd))




 





 


Committee of the
Participant’s death.  Remaining monthly installments, if any, shall
be paid no later than fifteen (15) days after the last business day of the
preceding month.  Remaining annual
installments, if any, shall be paid no later than sixty (60) days after each
anniversary of Participant’s Benefit Distribution Date.  Notwithstanding the foregoing, participants
shall be afforded an opportunity to change Survivor Benefit distribution
elections from one form of payment permitted under the Plan to a different form
of payment permitted under the Plan for all amounts credited to the Plan that
are subject to Section 409A of the Code (i.e.,
generally, amounts deferred or contributed into the Plan on or after January 1,
2005).  Such change must be made on or
before December 31, 2008 and must comply in all other respects  with special transition rules issued by
the IRS and the U.S. Department of Treasury in connection with the implementation
of Section 409A of the Code.


 


ARTICLE 11


Forfeiture
of Benefits


 


11.1         Forfeiture of Benefits. 
Notwithstanding any provision in this Plan or a Participant’s Plan
Agreement to the contrary, a Participant’s Account Balance shall not be
credited or debited in the manner provided in Section 3.7 and no
distribution shall be made to a Participant while a Participant engages in the
following:


 


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


 


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


 


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


 


ARTICLE 12

Beneficiary Designation


 


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


 


12.2         Failure of Designation.  If
a Participant:


 


(a)           Fails to designate a Beneficiary,


 


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


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document
(2008 Restatement (2nd))




 





 


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


 


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


 


Participant’s surviving spouse

Participant’s surviving issue per stirpes and not per capita

Participant’s surviving parents

Participant’s surviving brothers and sisters

Representative of Participant’s estate.


 


12.3         Disclaimers by Beneficiaries.  A Beneficiary entitled to a distribution of
all or a portion of a deceased Participant’s Account Balance may disclaim an
interest therein subject to the following requirements.  To be eligible to disclaim, a Beneficiary
must be a natural person, must not have received a distribution of all or any
portion of the Account Balance at the time such disclaimer is executed and
delivered, and must have attained at least age twenty-one (21) years as of the
date of the Participant’s death.  Any
disclaimer must be in writing and must be executed personally by the
Beneficiary before a notary public.  A
disclaimer shall state that the Beneficiary’s entire interest in the
undistributed Account Balance is disclaimed or shall specify what portion
thereof is disclaimed.  To be effective,
duplicate original executed copies of the disclaimer must be both executed and
actually delivered to the Committee after the date of the Participant’s death
but not later than forty-five (45) days after the date of the Participant’s
death.  A disclaimer shall be irrevocable
when delivered to the Committee.  A
disclaimer shall be considered to be delivered to the Committee only when
actually received by the Committee.  The
Committee shall be the sole judge of the content, interpretation and validity
of a purported disclaimer.  Upon the
filing of a valid disclaimer, the Beneficiary shall be considered not to have
survived the Participant as to the interest disclaimed.  A disclaimer
by a Beneficiary shall not be considered to be a transfer of an interest in
violation of the provisions in Section 19.4 and shall not be considered to
be an assignment or alienation of benefits in violation of federal law
prohibiting the assignment or alienation of benefits under this Plan.  No other form of attempted disclaimer shall
be recognized by the Committee.


 


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


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document
(2008 Restatement (2nd))




 





 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12.8                         Discharge of Obligations. 
The payment of benefits under the Plan to a Beneficiary shall fully and
completely discharge all Employers and the Committee from all further
obligations under


 


 




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Executive Deferred
Income Plan II


Master Plan Document
(2008 Restatement (2nd))




 





 


this Plan with respect
to the Participant, and that Participant’s Plan Agreement shall terminate upon
such full payment of benefits.


 


ARTICLE 13


Leave
of Absence


 


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


 


13.2                         Unpaid Leave of Absence.  If
a Participant is authorized by the Participant’s Employer to take an unpaid
leave of absence from the employment of the Employer, such Participant shall
continue to be eligible for the benefits provided in Articles 5, 6, 7, 8,
9 or 10 in accordance with the provisions of those Articles.  However, the Participant shall be excused
from fulfilling that portion of the Annual Deferral Amount commitment that
would otherwise have been withheld from such Participant’s Base Annual Salary,
Bonus, LTIP Amounts, Operator Share Dividends and/or Operator Share Bonus
during the remainder of the Deferral Period in which the unpaid leave of
absence is taken.  During the unpaid leave
of absence, the Participant shall not be allowed to make any additional
deferral elections.  However, if the
Participant returns to employment, the Participant may elect to defer an Annual
Deferral Amount for the Deferral Period following his or her return to
employment and for every Deferral Period thereafter while a Participant in the
Plan.


 


ARTICLE 14


Termination,
Amendment or Modification


 


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


 


14.2                         Amendment. 
The Compensation Committee of the Board may, at any time, amend or
modify the Plan in whole or in part; provided, however, that:  (i) no amendment or modification shall
be effective to decrease or restrict the value of a Participant’s vested
Account Balance in existence at the time the amendment or modification is made,
calculated as if the Participant had experienced a Termination of Employment as
of the effective date of the amendment or modification or, if the amendment or
modification occurs after the date upon which the


 


 




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Executive Deferred
Income Plan II


Master Plan Document
(2008 Restatement (2nd))




 





 


Participant was eligible
to Retire, the Participant had Retired as of the effective date of the
amendment or modification, and (ii) no amendment or modification of this Section 14.2
shall be effective.  The amendment or
modification of the Plan shall not affect any Participant or Beneficiary who
has become entitled to the payment of benefits under the Plan as of the date of
the amendment or modification; provided, however, if there is a termination of
the Plan with respect to all Participants, the Employer shall have the right,
in its sole discretion, and notwithstanding any elections made by the
Participant, to amend the Plan to immediately pay all benefits in a lump sum
following such Plan termination, to the extent permissible under Section 409A
of the Internal Revenue Code.


 


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


 


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


 


ARTICLE 15


Administration


 


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


 


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


 


15.3                         Binding Effect of Decisions.  The decision or action of the Administrator
with respect to any question arising out of or in connection with the
administration, interpretation and application of


 


 




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Income Plan II


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(2008 Restatement (2nd))




 





 


the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding
upon all persons having any interest in the Plan.


 


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


 


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


 


ARTICLE 16


Other
Benefits and Agreements


 


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


 


ARTICLE 17


Claims
Procedures


 


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


 


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


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document
(2008 Restatement (2nd))




 





 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)                                 specific reasons for the decision;


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document
(2008 Restatement (2nd))




 





 


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


 


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


 


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


 


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


 


ARTICLE 18


Trust


 


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


 


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


 


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


 


ARTICLE 19


Miscellaneous


 


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


 


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


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document
(2008 Restatement (2nd))




 





 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document
(2008 Restatement (2nd))




 





 


Hormel Foods Corporation


Attn:  Corporate Secretary


1 Hormel Place


Austin, MN 55912


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


19.16                    Insurance. 
The Employers, on their own behalf or on behalf of the trustee of the
Trust, and, in their sole discretion, may apply for and procure insurance on
the life of the Participant, in such amounts and in such forms as the Trust may
choose.  The Employers or the trustee of
the Trust,


 


 




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Hormel Foods Corporation


Executive Deferred
Income Plan II


Master Plan Document
(2008 Restatement (2nd))




 





 


as the case may be,
shall be the sole owner and beneficiary of any such insurance.  The Participant shall have no interest
whatsoever in any such policy or policies, and at the request of the Employers
shall submit to medical examinations and supply such information and execute
such documents as may be required by the insurance company or companies to whom
the Employers have applied for insurance.


 


IN WITNESS
WHEREOF, the Principal Sponsor has signed this Plan document as of __________________,
2008.


 


	
   

  	
  “Principal Sponsor”

  
	
   

  	
  Hormel Foods Corporation, a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


 




-31-















 


APPENDIX A


 


Retirement Benefit


 


	
  Distribution

  Event

   

  	
   

  	
   

  	
  Benefit

  Amount

   

  	
   

  	
   

  	
  When

  Participant

  Becomes

  Eligible

   

  	
   

  	
   

  	
  Form of
  Payment

   

  	
   

  	
   

  	
  When
  Payments Commence

   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Retirement

  	
   

  	
   

  	
  Post-409A Account Balance deferred on or after January 1, 2005 but not including Annual
  Deferral Amounts made with respect to Deferral Periods ending on or after
  January 1, 2008.

  	
   

  	
   

  	
  Retirement

  	
   

  	
   

  	
   

   

  When the Participant commenced participation,
  Participant selected the form of Retirement Benefit for the Account Balance,
  which may be:

   

   ̈               a lump sum, or

   

   ̈               monthly or annual installments over any
  period you elect from two to 24 years (24 to 240 months).

   

  Absent an effective election, the Participant will
  receive the Retirement Benefit as a lump sum.

   

  A Participant may elect to change the form of
  Retirement Benefit payment for the Account Balance, as long as (i) the
  election to change the form of payment for such Account Balance is not
  effective until at least one year after the date the election is made, and
  (ii) the first payment is delayed by at least five years following the date on which such payment would
  otherwise commence.

  	
   

  	
   

  	
  Within 60 days after one of the following dates which
  the Participant selected when he or she commenced participation in the plan:

   

   ̈               the date of Retirement;

   

   ̈               the January 1 following Retirement;

   

   ̈               the later of Retirement or upon or attainment of a
  specified age not greater than 65; or

   

   ̈               the later of the January 1 after Retirement or
  upon attainment of a specified age not greater than 65

   

  Note: 
  Notwithstanding the foregoing, if the Participant is a Specified
  Employee, the Retirement Benefit may commence no earlier than six months and one day following
  Retirement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Retirement

  	
   

  	
   

  	
  Pre-409A Account Balance deferred before January 1, 2005.

  	
   

  	
   

  	
  Retirement

  	
   

  	
   

  	
  When the Participant commenced participation,
  Participant selected the form of Retirement Benefit for the Account Balance,
  which may be:

   

   ̈               a lump sum, or

   

   ̈               monthly or annual installments over any period you
  elect from two to 24 years (24 to 240 months).

   

  Absent an effective election, the Participant will
  receive the Retirement Benefit as a lump sum.

   

  A Participant may change the initial election, as
  long as the new election is submitted at least one year prior to Retirement.

  	
   

  	
   

  	
  Within 60 days after one of the following dates which
  the Participant selected when he or she commenced participation in the plan:

   

   ̈               the date of Retirement;

   

   ̈               the January 1 following Retirement;

   

   ̈               the later of Retirement or upon or attainment of a
  specified age not greater than 65; or

   

   ̈               the later of the January 1 after Retirement or
  upon attainment of a specified age not greater than 65

   

  



 


A-1













 


Termination Benefit


 


	
  Distribution

  Event

   

  	
   

  	
   

  	
  Benefit

  Amount

   

  	
   

  	
   

  	
  When

  Participant

  Becomes

  Eligible

   

  	
   

  	
   

  	
  Form of
  Payment

   

  	
   

  	
   

  	
  When
  Payments Commence

   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Termination of Employment 

  	
   

  	
   

  	
  Post-409A Vested Account Balance deferred on or after January 1, 2005 but not
  including Annual Deferral Amounts made with respect to Deferral Periods
  ending on or after January 1, 2008.

  	
   

  	
   

  	
  Termination of Employment that does not qualify as a
  Retirement.

  	
   

  	
   

  	
  Lump sum only

  	
   

  	
   

  	
  Within 60 days after one of the following dates which
  the Participant selected when he or she commenced participation in the plan:

   

   ̈               the date of Termination of Employment;

   

   ̈               the January 1 following Termination of
  Employment;

   

   ̈               the later of Termination of Employment or upon or
  attainment of a specified age not greater than 65; or

   

   ̈               the later of the January 1 after Termination of
  Employment or upon attainment of a specified age not greater than 65

   

  Note: 
  Notwithstanding the foregoing, if the Participant is a Specified
  Employee, the Termination Benefit may commence no earlier than six months and one day following
  Termination of Employment.

   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Termination of Employment 

  	
   

  	
   

  	
  Pre-409A Vested Account Balance deferred before January 1, 2005.

  	
   

  	
   

  	
  Termination of Employment that does not qualify as a
  Retirement.

  	
   

  	
   

  	
   

  Lump sum only

  	
   

  	
   

  	
  Within 60 days after one of the following dates which
  the Participant selected when he or she commenced participation in the plan:

   

   ̈               the date of Termination of Employment;

   

   ̈               the January 1 following Termination of
  Employment;

   

   ̈               the later of Termination of Employment or upon or
  attainment of a specified age not greater than 65; or

   

   ̈               the later of the January 1 after Termination of
  Employment or upon attainment of a specified age not greater than 65

   

  



 


Disability Benefit


 


If the Participant becomes Disabled, payment of the
entire vested Account Balance will be made within 60 days of the date on which
the Participant is determined to be Disabled. If the Participant is not yet
eligible to Retire, the Disability Benefit will be paid in a lump sum payment. If
the Participant is eligible to Retire, the Disability Benefit will be paid in
the same form as if it were a Retirement Benefit (i.e., in installments from two to 24 years (24 to 240
months), as elected by the Participant when he or she commenced participation
in the Plan.


 


A-2













 


Death Benefit


 


If the Participant dies prior to receiving the entire
benefit payable under the Plan, the Participant’s Beneficiary will receive the
balance of the benefit as soon as administratively practicable following the
Participant’s death. The Survivor Benefit will be paid in a lump sum payment or
in installments from two to 24 years (24 to 240 months), as elected by the
Participant when he or she commenced participation in the Plan.


 


Optional Distributions


 


The table below summarizes the amount, form and timing
of types of optional payments.


 


	
  Distribution

  Event

   

  	
   

  	
   

  	
  Benefit Amount

   

  	
   

  	
   

  	
  Conditions

   

  	
   

  	
   

  	
  Form of

  Payment

   

  	
   

  	
   

  	
  When Payment

  Commences

   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Scheduled Distribution

  	
   

  	
   

  	
  All or a portion of a Participant’s Annual Deferral
  Amounts and Annual Profit Sharing Amounts, plus related earnings, on or after January 1, 2005 but not including
  Annual Deferral Amounts made with respect to Deferral Periods ending on or
  after January 1, 2008.

  	
   

  	
   

  	
   ̈               The distribution date selected must be a
  January 1 that is at least three years after the end of the Plan year to
  which the deferral election relates.

   

   ̈               The Participant may elect to postpone (but not
  cancel) an existing scheduled distribution, as long as (i) he or she
  submits an election at least one year prior to the previously designated
  scheduled distribution date, (ii) the new scheduled distribution date
  selected is a January 1 that is at least five years after the previously
  designated scheduled distribution date, and (iii) the election of the
  new scheduled distribution date is not effective until at least one year
  after the date the election is made. The Participant may postpone each
  scheduled distribution no more than one time.

  	
   

  	
   

  	
  Lump sum

  	
   

  	
   

  	
  Within 60 days of the January 1 selected by the
  Participant.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Scheduled Distribution

  	
   

  	
   

  	
  All or a portion of a Participant’s Annual Deferral
  Amounts and Annual Profit Sharing Amounts, plus related earnings, deferred before January 1, 2005.

   

  Note:  prior to
  January 1, 2005, the Plan permitted deferrals of restricted stock awards
  and stock option gains. Equity deferrals made prior to January 1, 2005
  (if any) are not eligible for scheduled distributions.

  	
   

  	
   

  	
   ̈               The distribution date selected must be a
  January 1 that is at least three years after the end of the Plan year to
  which the deferral election relates.

   

   ̈               The Participant may elect to postpone (but not
  cancel) an existing scheduled distribution, as long as (i) he or she
  submits an election at least 13 months prior to the previously designated
  scheduled distribution date, and (ii) the new scheduled distribution
  date selected is a January 1 that is at least three years after the
  previously designated scheduled distribution date.

  	
   

  	
   

  	
  Lump sum

  	
   

  	
   

  	
  Within 60 days of the January 1 selected by the
  Participant.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  On-Demand In-Service Distribution

  	
   

  	
   

  	
  A Participant can elect to receive all or a portion
  of his or her Account Balance deferred before
  January 1, 2005 (excluding restricted stock or stock option
  gain deferrals, if any), less a penalty.

  	
   

  	
   

  	
   ̈               Available at any time.

   

   ̈               Participant must forfeit 10% of the amount withdrawn.

  	
   

  	
   

  	
  Lump sum

  	
   

  	
   

  	
  Within 60 days of approval.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-3













 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unforeseeable Financial Emergency

  	
   

  	
   

  	
  Emergency payment will
  be the lesser of:

   

   ̈               The amount needed, as determined by the Committee, including the amount needed to pay taxes
  on the distribution, or

   

   ̈               The Participant’s vested         Account Balance. 

  	
   

  	
   

  	
   ̈               The Committee must determine that the Participant has
  suffered an extraordinary and unforeseeable financial loss.

   

   ̈               The Participant cannot receive a distribution to
  purchase a home or pay for a child’s tuition.

   

   ̈               The Participant will be suspended from
  participating in the Plan for the rest of the year and the following Plan
  year.

  	
   

  	
   

  	
  Lump sum

  	
   

  	
   

  	
  Within 60 days of approval.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Change in Control

  	
   

  	
   

  	
  Vested account balance deferred on or after January 1, 2005.

  	
   

  	
   

  	
   ̈               A change in control must occur, followed by your
  termination of employment within 6 months of the change in control.

   

   ̈               Paid only if you affirmatively elect to receive this
  benefit when you begin participating in the plan.

  	
   

  	
   

  	
  Lump sum

  	
   

  	
   

  	
  Within 60 days of termination, except if you are a
  “key employee” as defined under federal tax laws, your termination benefit
  may commence no earlier than six months and
  one day following your termination of employment.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Change in Control

  	
   

  	
   

  	
  Vested account balance deferred before January 1, 2005.

  	
   

  	
   

  	
   ̈               A change in control must occur.

   

   ̈               Paid only if you affirmatively elect to receive this
  benefit when you begin participating in the plan.

  	
   

  	
   

  	
  Lump sum

  	
   

  	
   

  	
  Within 60 days of a change in control.

  



 


Transition Benefit


 


Participants shall be afforded an opportunity to change
the form of payment for Retirement Benefit and Survivor Benefit distribution
elections from one form of payment permitted under the Plan to a different form
of payment permitted under the Plan for all amounts credited to the Plan that
are subject to Section 409A of the Code (i.e.,
generally, amounts deferred or contributed into the Plan on or after January 1,
2005). Such change must be made on or before December 31, 2008 and must
comply in all other respects  with
special transition rules issued by the IRS and the U.S. Department of
Treasury in connection with the implementation of Section 409A of the
Code.


 


A-4