EXHIBIT 10.14 INDEMNIFICATION AND RELEASE AGREEMENT This INDEMNIFICATION AND RELEASE AGREEMENT ("Indemnification and Release Agreement") dated September 19, 2002, is entered into among ConAgra Foods, Inc., a Delaware corporation ("ConAgra"), Swift...

EXHIBIT 10.14

INDEMNIFICATION AND RELEASE AGREEMENT

This INDEMNIFICATION AND RELEASE AGREEMENT ("Indemnification and
Release Agreement") dated September 19, 2002, is entered into among ConAgra
Foods, Inc., a Delaware corporation ("ConAgra"), Swift Foods Company, a Delaware
corporation ("Holdco"), S&C Holdco 2, Inc., a Delaware corporation ("S&C Holdco
2"), S&C Holdco 3, Inc., a Delaware corporation ("S&C Holdco 3"), Swift &
Company, a Delaware corporation ("U.S. Acquisition Co."), S&C Australia Holdco
Pty. Ltd., an Australian corporation ("Australia Acquisition Co."), Swift Cattle
Holdco, Inc., a Delaware corporation ("Cattle Holdco"), Swift Brands Company, a
Delaware corporation ("Brand Holdco") (Holdco, S&C Holdco 2, S&C Holdco 3, U.S.
Acquisition Co., Australia Acquisition Co, Cattle Holdco and Brand Holdco are
collectively referred to as the "Acquiring Companies"), Swift Beef Company, a
Delaware corporation ("U.S. Beef Company"), Swift Pork Company, a Delaware
corporation ("U.S Pork Company"), Kabushiki Kaisha SAC Japan, a Japanese stock
corporation ("KK Japan"), Swift Refrigerated Foods, S.A. de C.V., a United
Mexican States corporation ("Mexican Company"), Xxxxxxx Finance Company, Inc., a
Colorado corporation ("Cattleco"), Burcher Pty. Limited, an Australian
corporation ("Burcher"), Xxxxxxx, Inc., a Delaware corporation ("Xxxxxxx,
Inc."), Australia Meat Holdings Pty. Limited, an Australian corporation
("Australia Operating Company"), Xxxxxx Bros. Co., Inc., a Utah corporation
("Xxxxxx Brothers"), Xxxxxxx Food Distribution Company, a Colorado corporation
("Xxxxxxx Food"), and Xxxxxxx International Sales Corp., a Colorado corporation
("Xxxxxxx International") (U.S. Beef Company, U.S Pork Company, KK Japan,
Mexican Company, Cattleco, Burcher, Monfort, Inc., Australia Operating Company,
Xxxxxx Brothers, Xxxxxxx Food and Xxxxxxx International are collectively
referred to as the "Acquired Companies").

RECITALS:

A. ConAgra, Holdco and HMTF Rawhide, L.P., a Delaware limited
partnership, are parties to that certain Agreement dated May 20, 2002, as
amended (the "Agreement").

B. At the Effective Time, Holdco will be the owner, directly or
indirectly, of all the issued and outstanding capital stock of each of the other
entities (other than ConAgra) named on the signature page hereto (collectively,
the "Companies").

C. Pursuant to the terms of the Agreement, Holdco has agreed to execute
and deliver to ConAgra at the Closing, and to cause each of the Companies to
execute and deliver to ConAgra at the Closing, an agreement pursuant to which
(i) Holdco and each of the Companies (other than Cattleco) agrees to be bound by
certain post-Closing indemnification obligations set forth in the Agreement and
to release ConAgra and its Affiliates from certain Liabilities and Actions
following the Closing, and (ii) each of the Companies agrees to be bound by and
receive the benefits of the Agreement.

AGREEMENT:

1. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Agreement.

2. Indemnification Obligations. From and after the Closing, each of the
Companies (other than Cattleco) agrees, jointly and severally, to be bound by,
and hereby makes and affirms on its own behalf, each of the post-Closing
indemnification obligations of Holdco set forth in the Agreement.

3. Binding Companies. Each of the Companies, by its execution and
delivery of this Indemnification and Release Agreement, hereby agrees to be
bound by all the terms and provisions of the Agreement and all rights, benefits
and obligations in favor of Holdco shall also inure to the benefit of each
Company and thereafter be enforceable by each Company to the same extent such
rights, benefits and obligations are enforceable by Holdco, provided that in no
event may HMTF Rawhide, L.P., Holdco and/or a Company recover duplicate Holdco
Indemnified Costs or other recoveries under the Agreement.

4. Exclusive Remedy. From and after the Closing, except for claims for
fraud or intentional misrepresentation, the indemnity obligations of ConAgra set
forth in (a) Section 12.1.1(a) of the Agreement, subject to any applicable
limitations set forth in Article 12 of the Agreement, and (b) Section 14.1 of
the Agreement will be the exclusive remedies against ConAgra and its Affiliates
for any Environmental Costs or Liabilities incurred by Holdco or the Companies
and, except as provided in (i) Section 12.1.1(a) of the Agreement, subject to
any applicable limitations set forth in Article 12 of the Agreement and (ii)
Section 14.1 of the Agreement, the Companies and Holdco hereby waive any other
rights to, and release ConAgra and its Affiliates from, any other Liabilities
and Actions Holdco or the Companies may have against ConAgra or its Affiliates
with respect to any Environmental Costs or Liabilities.

5. Limited Application. Subject to the provisions of Section 4 above,
nothing contained in this Indemnification and Release Agreement shall limit,
restrict or prejudice, in any respect, the rights of Holdco or the Companies to
seek from ConAgra and its Affiliates indemnification or other remedies, at law
or in equity, under the Agreement and the other Transaction Documents.

6. Representations. Each of Holdco and the Companies hereby represents
and warrants, jointly and severally, to ConAgra that (i) it has all requisite
corporate power and authority, and has taken all corporate action necessary, to
execute and deliver this Indemnification and Release Agreement and to perform
its obligations hereunder, and (ii) this Indemnification and Release Agreement
has been duly executed and delivered to ConAgra and upon execution and delivery
by ConAgra will constitute the legal, valid and binding obligation of such
party, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally and subject to
general principles of equity.

7. Notices. All notices or other communications required or permitted
to be given, pursuant to the terms of this Indemnification and Release
Agreement, shall be in writing and

shall be deemed to be duly given when received if delivered in person or by
facsimile and confirmed by mail, or mailed by registered or certified mail
(return receipt requested), or overnight courier or express mail, postage
prepaid, as follows:

If to Holdco and the Companies: Hicks, Muse, Xxxx & Xxxxx Incorporated
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxxx
Facsimile: (000) 000-0000

With a copy to: Xxxxxx & Xxxxxx L.L.P.
0000 Xxxx Xxxxxx
0000 Xxxxxxxx Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxxx
Facsimile: (000) 000-0000

and

Winston & Xxxxxx
00 X. Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxx
Facsimile: (000) 000-0000

If to ConAgra: ConAgra Foods, Inc.
Xxx XxxXxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Corporate Controller
Facsimile: (000) 000-0000

With a Copy to: XxXxxxx, North, Xxxxxx and Xxxxx, X.X.
Xxxxx 0000, 000 Xxxxx 00xx Xxxxxx
Xxx Xxxxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Facsimile: (000) 000-0000

Any party may, by notice as aforesaid, designate a different address
for notices or other communications intended for it.

8. Assignment. Neither this Indemnification and Release Agreement nor
any of the rights or obligations hereunder may be assigned by any party hereto
without the prior written consent of each other party hereto. Subject to the
foregoing, this Indemnification and Release Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.

9. Miscellaneous.

9.1 Terms Generally. The headings of Sections are inserted for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Indemnification and Release Agreement.
Unless the context shall otherwise require, any reference to any agreement or
other instrument is to it as amended and supplemented from time to time.

9.2 Amendments. This Indemnification and Release Agreement may
not be amended or supplemented, nor may any rights hereunder be waived, except
in a writing signed by each of the parties affected thereby.

9.3 Severability. If any provision or any part of any
provision of this Agreement is held to be illegal, invalid or unenforceable,
such illegality, invalidity or unenforceability shall not affect the validity or
enforceability of any other provision of this Agreement or part hereof which
shall continue in full force and effect.

9.4 Counterparts. This Indemnification and Release Agreement
may be executed and delivered (including by facsimile transmission) in one or
more counterparts, each of which shall be regarded as an original and all of
which shall constitute one and the same instrument.

9.5 Governing Law. This Indemnification and Release Agreement
and the legal relations among the parties hereto shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to choice of law or conflicts of law provisions, applicable to contracts made
and performed in Delaware.

9.6 Consent To Jurisdiction. THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
DELAWARE STATE COURT SITING IN WILMINGTON, DELAWARE IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING SHALL BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY
WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM. THE PARTIES HERETO SHALL CAUSE ALL ACQUIRED COMPANIES AND
ACQUIRING COMPANIES TO BE BOUND BY THIS SECTION.

9.7 Waiver. The waiver by any party of any instance of any
other party's noncompliance with any obligation or responsibility herein shall
not be deemed a waiver of other instances or of any party's remedies for such
noncompliance. No delay or failure by a party to exercise any right or remedy
against the other party will be construed as a waiver of that right or remedy.
All remedies of the parties hereto are cumulative.

IN WITNESS WHEREOF, the parties hereto have caused this Indemnification
and Release Agreement to be executed by their duly and lawfully authorized
officers or legal representatives effective as of the day and year first above
written.

CONAGRA FOODS, INC., SWIFT REFRIGERATED FOODS, S.A. DE C.V.,
a Delaware corporation a United Mexican States corporation

By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXXX X. XXXXX
------------------------------------------- ----------------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxx
Its: Executive Vice President, Operations Its: Attorney-in-Fact
Control and Development

SWIFT FOODS COMPANY, XXXXXXX FINANCE COMPANY, INC.,
a Delaware corporation a Colorado corporation

By: /s/ XXXXXXX X. XXXXX By: /s/ XXXXX X. XXXXX
------------------------------------------- ----------------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Its: Vice President Its: Vice President, Tax

S & C HOLDCO 2, INC., XXXXXXX, INC.,
a Delaware corporation a Delaware corporation

S & C HOLDCO 3, INC., AUSTRALIA MEAT HOLDINGS PTY. LIMITED,
a Delaware corporation an Australian corporation

By: /s/ XXXXXXX X. XXXXX By: /s/ XXXXXXX X. XXXXX
------------------------------------------- ----------------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Its: Vice President Its: Attorney-in-Fact

SWIFT & COMPANY, XXXXXX BROS. CO., INC.,
a Delaware corporation a Utah corporation

S&C AUSTRALIA HOLDCO PTY. LTD., XXXXXXX FOOD DISTRIBUTION COMPANY,
an Australian corporation a Colorado corporation

SWIFT CATTLE HOLDCO, INC., XXXXXXX INTERNATIONAL SALES CORP.,
a Delaware corporation a Colorado corporation

SWIFT BRANDS COMPANY,
a Delaware corporation

By: /s/ XXXXXXX X. XXXXX
-------------------------------------------
Name: Xxxxxxx X. Xxxxx
Its: Vice President

SWIFT BEEF COMPANY,
a Delaware corporation

By: /s/ XXXXX X. XXXXX
-------------------------------------------
Name: Xxxxx X. Xxxxx
Its: Vice President, Tax

SWIFT PORK COMPANY,
a Delaware corporation

By: /s/ XXXXX X. XXXXX
-------------------------------------------
Name: Xxxxx X. Xxxxx
Its: Vice President, Tax

KABUSHIKI KAISHA SAC JAPAN,
a Japanese stock corporation

By: /s/ XXXXXXX X. XXXXX
-------------------------------------------
Name: Xxxxxxx X. Xxxxx
Its: Attorney-in-Fact

BURCHER PTY. LIMITED,
an Australian corporation

By: /s/ XXXXXXX X. XXXXX
-------------------------------------------
Name: Xxxxxxx X. Xxxxx
Its: Attorney-in-Fact

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EXHIBIT 10.14 INDEMNIFICATION AND RELEASE AGREEMENT This INDEMNIFICATION AND RELEASE AGREEMENT ("Indemnification and Release Agreement") dated September 19, 2002, is entered into among ConAgra Foods, Inc., a Delaware corporation ("ConAgra"), Swift...

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