Exhibit 4.5


EXCHANGE AGENT
AGREEMENT


This Exchange Agent Agreement (the “Agreement”), dated
as of              ,
2006, is entered into by and between Hormel Foods Corporation, a Delaware
corporation (“Hormel Foods”), and WELLS FARGO BANK, N.A. (the “Bank”), as
exchange agent (in such capacity, together with its successors in such
capacity, the “Exchange Agent”). Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Merger Agreement (as defined
below).


WHEREAS the Bank is the transfer agent for the common
stock, $0.0586 par value per share, of Hormel Foods (“Hormel Foods Common Stock”)
(in such capacity, together with any successors in such capacity, the “Transfer
Agent”);


WHEREAS pursuant to an Agreement and Plan of Merger
(the “Merger Agreement”) dated as of September 6, 2006, by and among
Hormel Foods, Provena Foods Inc., a California corporation (“Provena”), and
Crumbles Acquisition Corp., a Delaware corporation (“Merger Subsidiary”),
Merger Subsidiary will be merged with and into Provena (the “Merger”),
effective as of the Effective Time, such that Provena will survive the Merger
and continue as a wholly owned subsidiary of Hormel Foods;


WHEREAS, Section 2.2 of the Merger Agreement
contemplates the retention of the Exchange Agent for the purpose of effecting
the distribution of shares of Hormel Foods Common Stock (“Hormel Foods Shares”)
in exchange for the outstanding shares of Provena’s common stock, no par value
per share (“Provena Common Stock”), pursuant to the Merger Agreement; and


WHEREAS, pursuant to Section 6.10 of the Merger
Agreement, Hormel Foods has elected that each
outstanding option to purchase Provena Common Stock, whether or not exercisable
at the Effective Time (collectively, the “Provena Options”), will be cancelled
in exchange for the right to receive $0.50 per share in cash multiplied by the
number of shares of Provena common stock issuable upon exercise of the Provena
Options immediately prior to the Effective Time (the “Option Cash”).


NOW, THEREFORE, in consideration of the mutual
covenants herein contained, the parties hereto agree as follows:


Article I


1.             Hormel
Foods hereby employs and appoints the Bank to act as the exchange agent
hereunder to (i) accept the surrender of the certificates formerly
representing shares of Provena Common Stock and deliver to the Provena
shareholders the Hormel Foods Shares, cash for fractional Hormel Foods Shares
(if any), and dividends and distributions in respect of the Hormel Foods Shares
(if any), all as provided herein, and (ii) accept the surrender of the
Provena Options and deliver to the holders thereof the Option Cash as provided
herein; all upon satisfaction of the conditions provided herein. The Bank
hereby accepts such appointment in accordance with, and subject to the terms
and conditions set forth in, this Agreement.


2.             As
consideration for the Merger, immediately prior to the Effective Time, Hormel
Foods agrees to deposit with the Exchange Agent, in trust for the benefit of
the Record Holders (as defined below), an aggregate amount of           
Hormel Foods Shares to be issued in exchange for the Provena Common Stock
pursuant to the terms of the Merger Agreement. Immediately prior to the
Effective Time, and, as necessary from time to time after the Effective Time as
needed, Hormel Foods shall also deposit with the Exchange Agent, in trust for
the benefit of the Record Holders, the amount of cash required to redeem any
fractional Hormel Foods Shares, if any, that would otherwise be payable to the
Record Holders. Immediately prior
to the Effective Time, Hormel Foods shall also deposit with the Exchange Agent,
in trust for the benefit of the holders of Provena Options, the Option Cash
required to be paid to the holders of Provena
Options (each, an “Option Holder”) in accordance with Exhibit A attached
hereto in exchange for cancellation of the Provena Options at the Effective
Time pursuant to Section 6.10 of the Merger Agreement.












3.             Provena has submitted a complete and correct list
of the shareholders of Provena and the Option Holders as of the Effective Time
of the Merger, identifying each shareholder and Option Holder by name, address,
and the number of shares and/or Provena Options owned by such holder, to the Exchange Agent. A copy of such
shareholder list is set forth on Exhibit B attached hereto. Hormel Foods
may revise Exhibit B from time to time to reflect any changes or
corrections to the information contained in such Exhibit, or to add (or remove)
shares or certificates formerly representing shares of Provena Common Stock
that cease to be (or become) Dissenting Shares, by providing a revised Exhibit B
to the Exchange Agent.


Article II


The Exchange Agent covenants and agrees that:


1.             As
soon as reasonably practicable after the Effective Time of the Merger, but not
later than five (5) business days thereafter, the Exchange Agent shall
send to each record holder of an outstanding certificate or certificates which
immediately prior to the Effective Time of the Merger evidenced shares of
Provena Common Stock (the “Provena Certificates”) (each such record holder, a “Record
Holder”), other than to any Record Holder of Dissenting Shares, a package of
documents that includes (i) a Letter of Transmittal (which shall specify
that delivery shall be effected, and risk of loss and title to the Provena
Certificates shall pass, only upon delivery of the Provena Certificates, or an
appropriate affidavit of loss, theft or destruction in lieu thereof, to the
Exchange Agent), in substantially the form attached hereto as Exhibit C, (ii) a
notice advising that the Merger has become effective, specifying the applicable
terms of the exchange effected thereby and providing instructions for use in
effecting the surrender of the Provena Certificates in exchange for Hormel
Foods Shares, cash in lieu of any fractional shares pursuant to Section 5
of this Article II and any dividends or other distributions payable
pursuant to Section 8 of this Article II, (iii) a return
envelope addressed to the Exchange Agent, and (iv) any other material
deemed appropriate by Hormel Foods and Provena.


2.             Upon
receipt by the Exchange Agent from a Record Holder of a Provena Certificate or
Certificates, accompanied by a Letter of Transmittal duly completed and
executed in accordance with the instructions appearing therein, the Exchange
Agent shall deliver to such Record Holder (or to a transferee specified in such
Letter of Transmittal, but only if such Provena Certificate shall be properly
endorsed or otherwise be in proper form for transfer and the Record Holder
requesting such issuance shall pay any transfer or other taxes required by
reason of the issuance of Hormel Foods Shares to a person other than the Record
Holder or establish to the reasonable satisfaction of Hormel Foods that such
tax has been paid or is not applicable) full Hormel Foods Shares on the basis
of 0.08 Hormel Foods Shares (subject to adjustment as provided in Section 2.2(f) of
the Merger Agreement) for each share of Provena Common Stock represented by
such Provena Certificate or Certificates, other than Dissenting Shares (for so
long as such shares constitute Dissenting Shares). The Exchange Agent shall
accomplish such delivery to the Record Holder (or transferee) by: (i) in
the case of a Record Holder who is a Rule 145 Affiliate, instructing the
Transfer Agent to deliver a stock certificate, subject to Section 4 of
this Article II, to such Record Holder (or transferee) evidencing the
whole number of Hormel Foods Shares to which such Rule 145 Affiliate is
entitled, or (ii) in the case of all other Record Holders, (A) instructing
the Transfer Agent to transfer the whole number of Hormel Foods Shares to which
such Record Holder is entitled on its books and records to, and to register such
Hormel Foods Shares in the name of, such Record Holder (or transferee), and (B) delivering
a written information statement to such Record Holder (or transferee)
indicating the number of Hormel Foods Shares registered in such Record Holder’s
(or transferee’s) name. All of the Provena Certificates surrendered to the
Exchange Agent shall be marked “Cancelled” by the Exchange Agent.


3.             Within
two business days after the Closing Date, the Exchange Agent shall deliver to
each Option Holder a bank or cashiers check for the Option Cash which such
Option Holder is entitled to



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receive in accordance
with Exhibit A attached hereto. All agreements governing Provena Options
shall be immediately marked “Canceled” by the Exchange Agent in exchange for
delivery of the Option Cash.


4.             Certificates
representing Hormel Foods Shares issued to the Rule 145 Affiliates or
their permitted transferees (which Rule 145 Affiliates are listed on Exhibit D
hereof) shall bear the following legend:


These shares were issued in a transaction to which Rule 145
under the Securities Act of 1933, as amended (the “Act”), applies, have been
delivered in reliance upon the representation of the registered holder hereof
that they have been acquired for such holder’s account, and may not be sold,
transferred, or otherwise disposed of, in whole or in part, except in
compliance with applicable requirements of such Rule 145 or pursuant to a
registration statement under the Act or an exemption from such registration.


5.             No
fractional Hormel Foods Shares shall be issued. In lieu of such fractional
shares, any Record Holder or transferee 
who would otherwise be entitled to fractional Hormel Foods Shares shall,
upon surrender of his or her certificate or certificates representing Provena
Common Stock, be paid the cash value of each such fraction, without interest,
equal to the product of:  (i) such
fraction, multiplied by (ii)           
[the closing trading price of the Hormel
Foods Common Stock on the New York Stock Exchange on the second trading day immediately
preceding the Closing Date.]


6.             If
any Record Holder shall report that his or her failure to surrender any Provena
Certificate or Certificates registered in his or her name is due to the loss,
theft or destruction of such Certificate or Certificates, the Exchange Agent
shall, at the request of Hormel Foods, require such Record Holder to furnish a
bond in a sum and an indemnity agreement in form, reasonably satisfactory to
Hormel Foods and the Exchange Agent, before delivering to such Record Holder or
his or her transferee the Hormel Foods Shares to which such Record Holder is
entitled.


7.             Subject
to applicable law and regulation, the Exchange Agent shall maintain (i) in
a retrievable database of electronic records, or (ii) in hard copy form
physical records, of all Provena Certificates which have been canceled or
destroyed by the Exchange Agent and Letters of Transmittal which have been
stamped as of date of receipt by the Exchange Agent.  The Exchange Agent shall maintain such
electronic records or physical records for the time period required by
applicable law and regulation. Upon written request of Hormel Foods (and at the
expense of Hormel Foods), the Exchange Agent shall provide to Hormel Foods or
its designee copies of such electronic records or physical records relating to
Provena Certificates cancelled or destroyed by the Exchange Agent.


8.             The
Exchange Agent shall receive and hold in trust, for distribution without
interest to the Record Holder of the Provena Certificate or Certificates, all dividends
and other distributions paid on Hormel Foods Shares held in the Exchange Agent’s
name as exchange agent hereunder. Upon surrender of a Record Holder’s Provena
Certificate or Certificates, together with a properly completed Letter of
Transmittal with respect to the shares of Provena Common Stock represented
thereby, each Record Holder shall be entitled to receive the dividends and
other distributions on Hormel Foods Shares with a record date after the
Effective Time and prior to the date of such surrender of Record Holder’s
Provena Certificates which they would be entitled to receive with respect to
the whole Hormel Foods Shares issuable to such Record Holder.


9.             Hormel
Foods and the Exchange Agent agree that, unless the Exchange Agent has been
notified in writing by Hormel Foods of any earlier termination, the Exchange
Agent appointment shall terminate when all shares of Provena Common Stock have
been exchanged and Hormel Foods Shares, along with all dividends and other
distributions paid thereon prior to the distribution of the Hormel Foods Shares
contemplated hereby and all cash in the Exchange Fund, have been distributed,
returned to Hormel or escheated under applicable states’ laws.



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10.           Letters
of Transmittal, and all accompanying documents, shall be stamped or have
otherwise indicated by the Exchange Agent as to the date of receipt thereof and
shall be preserved by the Exchange Agent for two (2) years and thereafter
shall be delivered by the Exchange Agent to Hormel Foods.


Article III


1.             The Exchange Agent:


(a)           shall
not be obligated to take any legal action hereunder which might in its judgment
involve any expense or liability unless it shall have been furnished with
reasonable indemnity; provided, however,
that the Exchange Agent shall notify Hormel Foods promptly if the Exchange
Agent has reason to believe or becomes aware of any situation that requires
legal action to protect the interests of Hormel Foods or Record Holders;


(b)           may
rely on and shall be protected in acting upon any certificate, instrument,
opinion, notice, letter, telegram, or other document or security delivered to
it and believed by it to be genuine and to have been signed by the proper party
or parties, after examination of evidence that properly establishes such
authority;


(c)           may
rely on and shall be protected in acting upon the written instructions of the
Secretary, General Counsel or Chief Financial Officer of Hormel Foods;


(d)           may
consult counsel satisfactory to it, who may be counsel to Hormel Foods, and the
opinion of such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in accordance with the opinion of such counsel; and


(e)           shall
perform or administer appropriate tax withholding and reporting as required by
applicable law.


2.             Except
to the extent arising out of the Exchange Agent’s bad faith, gross negligence
or willful misconduct or as otherwise provided in this Agreement, Hormel Foods
agrees to indemnify and hold the Exchange Agent harmless against any loss,
claim, liability or expense (including, without limitation, the costs and
expenses of defending against such loss, claim or liability) (“Losses”)
incurred on its part arising out of or in connection with:


(a)           the
performance of its duties hereunder, or


(b)           reliance
by the Exchange Agent upon the information relating to the Provena Common Stock
furnished to the Exchange Agent by Provena; provided
that, in any case in which there is a discrepancy between such
information and the information contained in the certificate or certificates
surrendered to the Exchange Agent by a former shareholder of Provena for
exchange under the terms hereof, the Exchange Agent shall have a duty to
inquire as to the reason for such discrepancy.


Notwithstanding anything in this Agreement to the
contrary, Hormel Foods shall not be liable for indemnification or otherwise for
Losses with respect to any claims against the Exchange Agent unless Hormel
Foods shall be notified by the Exchange Agent in writing of the written
assertion of a claim against the Exchange Agent or of any other action
commenced against the Exchange Agent, promptly after the Exchange Agent shall
have received any such written assertion or shall have been served with a
summons in connection therewith. The Exchange Agent agrees that, without the
prior written consent of Hormel Foods (which consent will not be unreasonably
withheld), it will not settle, compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding in respect of
which indemnification could be sought in accordance with the indemnification
provisions of this Agreement (whether or not the Exchange Agent or Hormel
Foods, or any of their respective directors, officers and



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controlling persons, is an actual or potential party
to such claim, action or proceeding). In the event that the Exchange Agent
becomes involved in any litigation (“Litigation”) in which an adverse result
may give rise to Hormel Foods’ obligation to indemnify hereunder, the Exchange
Agent will give prompt written notice to Hormel Foods of Litigation, and Hormel
Foods shall have the right at any time to participate in and control the
contest and defense of such Litigation at its own cost and expense, including
the cost and expense of attorneys’ fees in connection therewith.


3.             Hormel
Foods agrees to pay the reasonable and customary fees of the Exchange Agent for
the services of the Exchange Agent hereunder or in connection herewith and to
reimburse the Exchange Agent for all reasonable and properly documented
out-of-pocket expenses incurred by it pursuant to or in connection with its
services hereunder.


4.             This
Agreement shall be construed and enforced in accordance with the internal laws
of the State of Minnesota and shall inure to the benefit of, and the
obligations created hereby shall be binding upon, the successors and assigns of
the parties hereto.


5.             This
Agreement shall terminate upon the earlier to occur of (i) the written
agreement by all of the parties to this Agreement, (ii) the distribution
by the Exchange Agent of all Hormel Foods Shares and all amounts of cash held
by the Exchange Agent pursuant to the terms hereof, or (iii) the
compliance by the Exchange Agent with Section 9 of Article II hereof.


6.             All
notices, requests, claims, demands and other communications under this
Agreement shall be in writing and shall be deemed given if delivered
personally, via facsimile (receipt confirmed) or by a nationally recognized
overnight courier (providing proof of delivery) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):


(a)                                  if
to the Exchange Agent, to:


Wells Fargo Bank, N.A.

161 North Concord Exchange

South St. Paul, MN 55075

Fax No:  (651) 450-4078

Attention: Nancy Rosengren

                 Account
Manager


(b)                                 if
to Hormel Foods, to:


Hormel Foods Corporation

One Hormel Place

Austin, Minnesota  55912

Fax No:  (507) 437-5129

Attention: Executive Vice President and Chief Financial Officer

with a copy to: General Counsel


7.             This
Agreement may be signed in any number of counterparts and the signatures
delivered by facsimile, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have
received a counterpart hereof signed by the other parties hereto.


8.             This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior agreements, understandings
and negotiations, both written and oral, between the parties with respect to
the subject matter of this Agreement; provided,
that the parties agree that the agreements, covenants, terms and conditions of
the Merger Agreement are not limited by this Agreement.



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Neither this Agreement
nor any provision hereof is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.


9.             If
any provision of this Agreement, or the application thereof to any person,
place or circumstance, shall be held by a court of competent jurisdiction to be
invalid, unenforceable or void, the remainder of this Agreement and such
provisions as applied to other Persons, places and circumstances shall remain
in full force and effect only if, after excluding the portion deemed to be
unenforceable, the remaining terms shall provide for the consummation of the
transactions contemplated hereby in substantially the same manner as originally
set forth at the later of the date this Agreement was executed or last amended.



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IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the day and year first above written.


	
  

  	
   

  	
  HORMEL
  FOODS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
  WELLS
  FARGO BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  



 



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