-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FQc9QNcyQCJ9Q+Rl9OhiIcsOprxxFs7FiouBKtzSPuQ/gTVwt/VBCRqtcqeTVUs6 SyP3zh1sdE73fswSuGAMeg== 0000900440-05-000076.txt : 20050923 0000900440-05-000076.hdr.sgml : 20050923 20050923160223 ACCESSION NUMBER: 0000900440-05-000076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20050922 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events FILED AS OF DATE: 20050923 DATE AS OF CHANGE: 20050923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONAGRA FOODS INC /DE/ CENTRAL INDEX KEY: 0000023217 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 470248710 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07275 FILM NUMBER: 051100673 BUSINESS ADDRESS: STREET 1: ONE CONAGRA DR CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 4025954000 MAIL ADDRESS: STREET 1: ONE CONAGRA DRIVE CITY: OMAHA STATE: NE ZIP: 68102 FORMER COMPANY: FORMER CONFORMED NAME: CONAGRA INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NEBRASKA CONSOLIDATED MILLS CO DATE OF NAME CHANGE: 19721201 8-K 1 sept8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 September 22, 2005 Date of report (Date of earliest event reported) ConAgra Foods, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7275 47-0248710 (Commission File Number) (IRS Employer Identification No.) One ConAgra Drive Omaha, NE 68102 (Address of Principal Executive Offices) (Zip Code) (402) 595-4000 (Registrant's Telephone Number, Including Area Code) - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement As previously reported, effective September 30, 2005, Bruce Rohde will retire from his position as Chairman and Chief Executive Officer of ConAgra Foods. An agreement between ConAgra Foods and Mr. Rohde was approved by the Human Resources Committee of the board of directors on September 22, 2005. A copy of the agreement is attached as an exhibit and incorporated herein by reference. The agreement provides that Mr. Rohde will resign his positions as of September 30, 2005 pursuant to the good reason provisions of his August 26, 1996 employment agreement. The agreement provides that ConAgra Foods will pay or provide to Mr. Rohde during the period from October 1, 2005 through September 30, 2009 (the "Employment Period") (i) a prorated short-term and long-term incentive for fiscal 2006, (ii) a salary of $50,000 per month, (iii) continuation of health benefits, (iv) continued participation in all other benefit programs maintained by ConAgra Foods for its executive officers, (v) full vesting of all currently outstanding stock options, restricted stock awards, restricted share equivalent awards and restricted cash awards, (vi) a lump sum distribution of his benefits under the Company's non-qualified pension plan on October 1, 2009, and (vii) an office and administrative support. During the Employment Period, Mr. Rohde will provide such services as are reasonably requested by the Chairman of the Board and will comply with certain non-competition and confidentiality provisions of his 1996 employment agreement. As previously reported, effective October 1, 2005, Steven Goldstone will become Chairman of the Board of ConAgra Foods. Mr. Goldstone will receive an annual retainer of $300,000, a per meeting fee of $3,000, and options/stock grants in the same amounts as all other non-employee directors. On September 22, 2005, the board of directors of ConAgra Foods adopted amendments to the ConAgra Foods Non-qualified Pension Plan and the ConAgra Foods Non-qualified CRISP Plan. The plans provide certain nonqualified benefits related to the company's qualified benefit plans. Copies of the amended plans are attached as exhibits and incorporated herein by reference. On September 22, 2005, the board of directors also terminated the ConAgra Foods Supplemental Pension and CRISP Plan for Change of Control. Item 5.03 Amendments to Articles of Incorporation or Bylaws At the annual meeting of stockholders held on September 22, 2005, the stockholders of ConAgra Foods approved an amendment to Article VII of the ConAgra Foods Certificate of Incorporation which phases out the present three-year staggered terms of directors. The board of directors has also adopted a corresponding change to Article III, Section 2 of the company's bylaws. The new procedures will apply to all directors elected after the 2005 annual meeting, including any current directors who are re-nominated after their current terms expire. At each annual election of directors by the stockholders held after 2005, the directors chosen to succeed those whose terms are then expired will be elected by the stockholders for a one-year term. The shareholders at the 2005 annual meeting also approved amendments to the ConAgra Foods Certificate of Incorporation which eliminates the supermajority voting provisions of Articles XIV and XV of the ConAgra Foods Certificate of Incorporation. Article XIV and Article XV of the ConAgra Foods Certificate of Incorporation required a supermajority stockholder vote to approve certain transactions and business combinations with a significant stockholder. The foregoing amendments to the ConAgra Foods Certificate of Incorporation and the amendment to the company's bylaws are attached as exhibits and incorporated by reference. Item 8.01 Other Events At the annual meeting of stockholders held on September 22, 2005, in addition to approving the amendments to the Certificate of Incorporation described under Item 5.03 above, the stockholders (i) elected Howard G. Buffett, John T. Chain, Jr., Ronald W. Roskens and Kenneth E. Stinson as directors of the Company, (ii) ratified the appointment of KPMG LLP as independent auditors for fiscal 2006, and (iii) voted against three stockholder proposals which dealt with animal welfare, genetically engineered products and a suspension of stock grants for directors and senior executive officers. On September 22, 2005, the board of directors approved a quarterly dividend of $.2725 per share on common stock to be paid December 1, 2005 to stockholders of record as of the close of business on November 1, 2005. Item 9.01 Financial Statements and Exhibits Exhibit 3.1 Amendments to ConAgra Foods Certificate of Incorporation Exhibit 3.2 Amendment to ConAgra Foods Bylaws Exhibit 10.1 ConAgra Foods Non-qualified Pension Plan as amended Exhibit 10.2 ConAgra Foods Non-qualified CRISP Plan as amended Exhibit 10.3 Agreement between ConAgra Foods and Bruce Rohde dated September 22, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CONAGRA FOODS, INC. Date: September 22, 2005 By: /s/ Owen C. Johnson ____________________________________ Name: Owen C. Johnson Title: Executive Vice President, Organization & Administration and Corporate Secretary EXHIBIT INDEX Exhibit Description Page No. Exhibit 3.1 Amendments to ConAgra Foods Certificate of Incorporation Exhibit 3.2 Amendment to ConAgra Foods Bylaws Exhibit 10.1 ConAgra Foods Non-qualified Pension Plan as amended Exhibit 10.2 ConAgra Foods Non-qualified CRISP Plan as amended Exhibit 10.3 Agreement between ConAgra Foods and Bruce Rohde dated September 22, 2005 EX-3.1 2 certificate.txt AMENDMENTS TO CERTIFICATE OF INCORPORATION EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CONAGRA FOODS, INC. CONAGRA FOODS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That at a meeting of the Board of Directors of CONAGRA FOODS, INC., a resolution was duly adopted setting forth proposed amendments to the Certificate of Incorporation of said corporation, declaring said amendments to be advisable and submitting said amendments to a meeting of the stockholders of said corporation for consideration thereof. The amendments are as follows: (1) ARTICLE VII, PARAGRAPH (a) of the Certificate of Incorporation is amended to read as follows: "The affairs of this Corporation shall be conducted by a Board of Directors. The number of directors of the Corporation, not less than nine (9) nor more than sixteen (16), shall be fixed from time to time by the By-Laws. Until the annual election of directors by the stockholders of the Corporation in 2008, the directors of the Corporation shall be divided into three classes: Class I, Class II and Class III, each such class, as nearly as possible, to have the same number of directors. The term of office of the class of directors elected in 2003 shall expire at the annual election of directors by the stockholders of the Corporation in 2006, the term of office of the class of directors elected in 2004 shall expire at the annual election of directors by the stockholders of the Corporation in 2007, and the term of office of the class of directors elected in 2005 shall expire at the annual election of directors by the stockholders of the Corporation in 2008, or in each case thereafter when their respective successors are elected by the stockholders and qualify. At each annual election of directors by the stockholders of the Corporation held after 2005, the directors chosen to succeed those whose terms are then expired shall be elected by the stockholders of the Corporation for a term ending at the annual election of directors by the stockholders of the Corporation following the annual election of directors by the stockholders of the Corporation at which the director was elected, or thereafter when their respective successors in each case are elected by the stockholders and qualify. Commencing with the annual election of directors by the stockholders of the Corporation in 2008, the classification of the Board of Directors shall terminate and all directors shall be of one class." (2) ARTICLE XIV of the Certificate of Incorporation is repealed in its entirety. (3) ARTICLE XV of the Certificate of Incorporation is repealed in its entirety. (4) The remaining articles of the Certificate of Incorporation are renumbered accordingly. SECOND: That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the shareholders of said corporation was duly called and held, upon notice in accordance with Sections 222 and 242 of the General Corporation Law of the State of Delaware, on September 22, 2005 at which meeting the necessary number of shares as required by statute and the Certificate of Incorporation were voted in favor of the amendments. THIRD: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said CONAGRA FOODS, INC. has caused this Certificate to be signed by BRUCE C. ROHDE, its Chief Executive Officer, and attested to by OWEN C. JOHNSON, its Corporate Secretary, this 23rd day of September, 2005. CONAGRA FOODS, INC. By: /s/ Bruce C. Rohde __________________________________ BRUCE C. ROHDE Chief Executive Officer ATTEST: /s/ Owen C. Johnson _________________________ OWEN C. JOHNSON Corporate Secretary EX-3.2 3 bylaws.txt BYLAWS AS AMENDED EXHIBIT 3.2 ConAgra Foods, Inc. By-Laws Amendment Article III, Section 2 of the ConAgra Foods, Inc. By-Laws is amended to read as follows: "Section 2. Number, Tenure and Qualifications. The number of directors of ConAgra, not less than nine nor more than sixteen, shall be fixed by resolution of the Board of Directors and may be altered from time to time by a resolution of the Board of Directors. Directors need not be residents of the State of Delaware or stockholders of ConAgra. Until the annual election of directors by the stockholders in 2008, the directors shall be divided into three classes: Class I, Class II and Class III, each such class, as nearly as possible, to have the same number of directors. The term of office of the class of directors elected in 2003 shall expire at the annual election of directors by the stockholders in 2006, the term of office of the class of directors elected in 2004 shall expire at the annual election of directors by the stockholders in 2007, and the term of office of the class of directors elected in 2005 shall expire at the annual election of directors by the stockholders in 2008, or in each case thereafter when their respective successors are elected by the stockholders and qualify. At each annual election of directors by the stockholders of ConAgra held after 2005, the directors chosen to succeed those whose terms are then expired shall be elected by the stockholders of ConAgra for a term ending at the annual election of directors by the stockholders following the annual election of directors by the stockholders at which the director was elected, or thereafter when their respective successors in each case are elected by the stockholders and qualify. Commencing with the annual election of directors by the stockholder in 2008, the classification of the Board of Directors shall terminate and all directors shall be of one class. It shall be a qualification for initial election of a person to the board that such person shall have executed an insider trading agreement with the company, such agreement to become effective upon such person's election to the board. It shall be a qualification for reelection of any director to the board that such director, while a director, shall have at all times after April 10, 2002 been a signatory to and have been in full compliance with an insider trading agreement with the company. As used in the two preceding sentences, "insider trading agreement' shall mean an agreement, in such form as shall be approved from time to time by the board, relating to the purchase or other acquisition, and the sale or other disposition, of securities of the company by directors of the company." EX-10.1 4 pension.txt PENSION PLAN AS AMENDED EXHIBIT 10.1 CONAGRA FOODS, INC. NONQUALIFIED PENSION PLAN AMENDED AND RESTATED CONAGRA FOODS, INC. NONQUALIFIED PENSION PLAN TABLE OF CONTENTS ARTICLE/SECTION TITLE/SECTION HEADINGS PAGE I DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT........1 1.01 Accrued Benefit....................................1 1.02 Affiliated Company.................................1 1.03 Beneficiary........................................1 1.04 Board..............................................1 1.05 Change in Control..................................1 1.06 Code...............................................2 1.07 Committee..........................................2 1.08 Company............................................2 1.09 Employee...........................................2 1.10 Employer...........................................2 1.11 Executive..........................................2 1.12 Lamb-Weston Supplemental Plan......................2 1.13 Participant........................................2 1.14 Pilot..............................................2 1.15 Pilot's Benefits...................................2 1.16 Plan...............................................2 1.17 Plan Administrator.................................2 1.18 Plan Year..........................................2 1.19 Salaried Plan......................................2 1.20 Termination of Service.............................3 1.21 Gender and Number..................................3 1.22 Titles.............................................3 II ELIGIBILITY AND PARTICIPATION............................3 2.01 Eligibility to Participate.........................3 III AMOUNT OF BENEFITS.......................................4 3.01 Amount of Benefits.................................4 IV TIME AND FORM OF PAYMENT.................................8 4.01 Time of Payment....................................8 4.02 Form of Payment....................................8 4.03 Method of Payment..................................9 V BENEFICIARY..............................................9 5.01 Beneficiary Designation............................9 5.02 Proper Beneficiary.................................9 5.03 Minor or Incompetent Beneficiary...................9 VI ADMINISTRATION OF THE PLAN...............................9 6.01 Majority Vote......................................9 6.02 Finality of Determination..........................9 6.03 Certificates and Reports..........................10 6.04 Indemnification and Exculpation...................10 6.05 Expenses..........................................10 VII CLAIMS PROCEDURE........................................10 7.01 Written Claim.....................................10 7.02 Denied Claim......................................10 7.03 Review Procedure..................................11 7.04 Committee Review..................................11 VIII NATURE OF COMPANY'S OBLIGATION..........................11 8.01 Employer's Obligation.............................11 8.02 Creditor Status...................................11 IX MISCELLANEOUS...........................................11 9.01 Written Notice....................................11 9.02 Change of Address.................................12 9.03 Merger, Consolidation or Acquisition..............12 9.04 Amendment and Termination.........................12 9.05 Employment........................................12 9.06 Nontransferability................................12 9.07 Legal Fees........................................12 9.08 Tax Withholding...................................12 9.09 Acceleration of Payment...........................12 9.10 Applicable Law....................................13 9.11 Effective Date.....................................13 APPENDICES: APPENDIX A - BRIP Grandfathered Executives APPENDIX B - BRIP Grandfathered Supplemental APPENDIX C - Officers Group (50-50 Plan) APPENDIX D - Directors Group (40% Plan) APPENDIX E - National Foods Grandfathered at Age 62 APPENDIX F - National Foods Grandfathered at Age 65 PREAMBLE The purpose of this Nonqualified Pension Plan is to provide payments of equivalent value from the general assets of ConAgra Foods, Inc. to those participants in the ConAgra Foods, Inc. Pension Plan for Salaried Employees (Salaried Plan) who, due to the application of United States Internal Revenue Code Sections 415 and 401(a)(17), are precluded from receiving from the assets of the Salaried Plan all the payments to which they would otherwise be entitled. The Plan expresses ConAgra Foods' commitment to provide such equivalent payments and sets forth the method for doing so. This Plan is also intended to provide additional benefits on an unfunded basis to certain selected management and highly compensated employees. ARTICLE I DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT 1.01 "Accrued Benefit" means the benefit which is calculated under Section 3.01 of the Salaried Plan. 1.02 "Affiliated Company" means any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes an Employer; any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with an Employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes an Employer; or any other entity required to be aggregated with an Employer pursuant to regulations under Section 414(o) of the Code. 1.03 "Beneficiary" means the person or persons or the estate of a Participant entitled to receive any benefits under this Plan. 1.04 "Board" means the Board of Directors of ConAgra Foods, Inc. 1.05 "Change in Control" means (a) The acquisition (other than from ConAgra Foods) by any person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), (excluding for this purpose, ConAgra Foods or its subsidiaries, or any employee benefit plan of ConAgra Foods or its subsidiaries which acquires beneficial ownership of voting securities of ConAgra Foods) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either the then outstanding shares of common stock or the combined voting power of ConAgra Foods' then outstanding voting securities entitled to vote generally in the election of directors, or (b) Individuals who, as of the date hereof, constitute the Board (as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by ConAgra Foods' shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (c) Consummation of a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of ConAgra Foods immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, or a liquidation or dissolution of ConAgra Foods or of the sale of all or substantially all of the assets of ConAgra Foods. 1.06 "Code" means the Internal Revenue Code of 1986, as amended from time to time. 1.07 "Committee" means the Human Resource Committee of the Board. 1.08 "Company" means ConAgra Foods, Inc. 1.09 "Employee" means an individual employed by an Employer. 1.10 "Employer" means ConAgra Foods, Inc. and any entity which has adopted the Plan. 1.11 "Executive" means any member of management of an Employer or any highly compensated employee. 1.12 "Lamb-Weston Supplemental Plan" means the Lamb-Weston Supplemental Plan which is merged into this Plan, as defined in this Section, effective December 31, 2002. This Plan accepts the obligation for benefits due by the Lamb-Weston Supplemental Plan for current and former employees and provides additional accrual of benefits for active Participants as provided in Article III of the Plan. 1.13 "Participant" means a person who is or was employed by an Employer and who is eligible for the Plan as defined in Article III. 1.14 "Pilot" means an Employee who functions as a pilot or copilot for ConAgra Foods' flight operations and is eligible for "Pilot's Benefits" as defined in Section 3.01(d) of the Plan. 1.15 "Pilot's Benefits" are the benefits provided under the Plan for Pilots which are defined in Section 3.01(d) of the Plan. 1.16 "Plan" means the ConAgra Foods, Inc. Nonqualified Pension Plan as described in this instrument and as amended from time to time. 1.17 "Plan Administrator" means the ConAgra Foods Employee Benefits Committee or such person or persons designated by the Committee from time to time. 1.18 "Plan Year" means the calendar year. 1.19 "Salaried Plan" means the ConAgra Foods, Inc. Pension Plan for Salaried Employees. 1.20 "Termination of Service" or similar expression means the termination of the Participant's employment as a regular Employee of any Employer. 1.21 Gender and Number Wherever the context so requires, masculine pronouns include the feminine and singular words shall include the plural. 1.22 Titles Titles of the Articles of this Plan are included for ease of reference only and are not to be used for the purpose of construing any portion or provision of this Plan document. ARTICLE II ELIGIBILITY AND PARTICIPATION 2.01 Eligibility to Participate 2.01(a) An Employee who has become a participant in the Salaried Plan shall become eligible to participate in this Plan, provided payment of the Participant's Accrued Benefit is limited as described in Section 3.01(a) of this Plan and provided (i) the Employee's most recent date of hire was prior to June 1, 2001, or (ii) any Employee who has been selected by the Committee or the Employer to receive a benefit under Section 3.01(a). 2.01(b) An Executive who has been selected by the Committee or the Employer to receive a benefit under Section 3.01(b) shall be eligible to participate in the Plan and receive benefits described in said Section 3.01(b). 2.01(c) An Executive who has been selected by the Committee or the Employer to receive certain benefits under this Plan shall become eligible to participate in this Plan and receive benefits described in Section 3.01(c) of this Plan. 2.01(d) A Pilot who is a participant in the Salaried Plan shall become eligible to participate in the Plan and receive a benefit described in Section 3.01(d). 2.01(e) Effective January 1, 2003, each Participant in the Lamb-Weston Supplemental Plan will become a Participant in the Plan and each active Participant in the Lamb-Weston Supplemental Plan will accrue benefits as provided in Section 3.01(e). 2.01(f) An Employee who is a participant in the Salaried Plan and is listed on an Appendix shall become eligible to participate in the Plan and receive a benefit described in the applicable subsection of Section 3.01. ARTICLE III AMOUNT OF BENEFITS 3.01 Amount of Benefits Except as specifically provided in an individual agreement under Section 3.01(c), the benefits from this Plan complement benefits payable from the Salaried Plan and are subject to the same eligibility, vesting provisions and ancillary benefits applicable to the Participant in that Plan. The amounts defined in this Article III are total benefits. The benefits payable from the Plan are the total benefits defined in this Article III less benefits payable to the Participant under Section 4.01 of the Salaried Plan or any other qualified plan providing pension benefits for the period of employment for which Credited Service is provided under this Plan. The total benefits for Participants are as follows: 3.01(a) With respect to any participant in the Salaried Plan whose benefits from that plan are limited under Internal Revenue Code Section 401(a)(17), the total benefit is the total Accrued Benefit to which the Participant would have been entitled under the Salaried Plan formula applicable to the Participant disregarding any limitation or reduction brought about by the amendment to Section 401(a)(17) of the Internal Revenue Code contained in the Omnibus Budget Reconciliation Act of 1993 and effective for plan years beginning on or after January 1, 1994. For purposes of this section, the limitation under Code Section 401(a)(17) as indexed and in effect on the last day of the Plan Year prior to the effective date of the OBRA `93 amendment shall apply and shall be adjusted for cost-of-living increases concurrently with any adjustment to the current limit under Code Section 401(a)(17) by multiplying the limit applicable under this section by a fraction the numerator of which is the Code Section 401(a)(17) limit immediately after the adjustment (disregarding the change in 2002 made by the Economic Growth and Tax Relief Reconciliation Act of 2001) and the denominator of which is the Code Section 401(a)(17) limit effective for plan years beginning in 1994, with the result truncated to the next lower multiple of $10,000. No further adjustments will be made in the limit after 2002 resulting in the following limits on pay under this paragraph: -------------------------------- ---------------------------- Year(s)* Limit ($)* -------------------------------- ---------------------------- 1994 235,840 1995 235,840 1996 235,840 1997 250,000 1998 250,000 1999 250,000 2000 260,000 2001 260,000 After 2001 280,000 *For years prior to 1994 the limitation was per IRC 401(a)(17). 3.01(b) With respect to any Executive in the Salaried Plan, the total benefits to which the Participant would be entitled computed under the Salaried Plan formula applicable to that Participant disregarding any reductions, restrictions, or limitations brought about by Code Section 415 or Code Section 401(a)(17). 3.01(c) With respect to any Executive hereof, to the extent that such Executive has been selected to participate in this Plan pursuant to Section 2.01(c) hereof, the total benefits under this subsection 3.01(c) shall be such amount as determined by the Board, the Committee, the Employer, or the Plan Administrator in its sole and absolute discretion. Such payments may be designated to provide benefits under plan formulas which have been frozen or which were provided pursuant to plans which were terminated by the Employer or Affiliated Company or were sponsored by a prior employer or which are not otherwise provided under a qualified plan maintained by the Employer or as provided in an agreement specific to the Executive. 3.01(d) A Pilot who terminates employment on or after his 62nd birthday shall be eligible for Pilot's Benefits under this paragraph. The total benefit shall be calculated as in 3.01(a) above with no reduction for commencement of benefits prior to age 65 but with the adjustments in (i), (ii), and (iii) as follows: (i) Average Monthly Pay shall be calculated as if the Pilot had attained age 65 and assuming the Pilot's base pay as of the date of the calculation continued to the Pilot's age 65, (ii) Credited Service for purposes of the Plan will be changed to the Credited Service the Pilot would have earned under the Salaried Plan had he worked continuously until age 65, and (iii) A Pilot who has satisfied the plan's eligibility requirements and is an active Participant at age 62 will be vested in the Pilot's Benefits, regardless of the Pilot's Vesting Service. 3.01(e) Effective January 1, 2003, each active Participant in the Lamb-Weston Supplemental Plan on December 31, 2002 will become an active Participant in the Plan and accrue benefits as provided in this paragraph. With respect to such participant the total benefit is the total Accrued Benefit to which the Participant would have been entitled under Supplement Thirty-two of the Salaried Plan disregarding any limitation or reduction brought about by the amendment to Section 401(a)(17) of the Internal Revenue Code contained in the Omnibus Budget Reconciliation Act of 1993 and effective for plan years beginning on or after January 1, 1994. For purposes of this section, the limitation under Code Section 401(a)(17) as indexed and in effect on the last day of the Plan Year prior to the effective date of the OBRA `93 amendment shall apply and shall be adjusted for cost-of-living increases. No further adjustments will be made in the limit after 2002 resulting in the following limits on pay under this paragraph: -------------------------------- ----------------------------- Year(s)* Limit ($)* -------------------------------- ----------------------------- 1994 242,280 1995 248,700 1996 255,300 1997 263,440 1998 268,360 1999 272,520 2000 279,660 2001 289,260 After 2001 294,620 *For years prior to 1994 the limitation was per IRC 401(a)(17). 3.01(f) For a participant listed on Appendix A, total benefits under this subsection 3.01(f) shall be the greater of the amount determined under 3.01(b) above or the amount determined under Supplement Twenty-four Section 3.01(c) of the Salaried Plan calculated based on the following: (i) Final Average Monthly Earnings is determined as of the date of calculation and is not limited as required under Code Section 401(a)(17), (ii) benefits are calculated as if all Credited Service for the participant under the Plan was Credited Service earned prior to March 1, 1994, (iii) reduced for early commencement, if applicable, as provided in Supplement Twenty-four Section 3.03(c), and (iv) disregarding the eligibility requirements of that section. 3.01(g) For a participant listed on Appendix B, total benefits under this subsection 3.01(g) shall be the greater of the amount determined under 3.01(a) above or the amount determined under Supplement Twenty-four Section 3.01(c) of the Salaried Plan calculated based on the following: (i) Final Average Monthly Earnings is determined as of the date of calculation and is limited as indicated in section 3.01(a) above, (ii) benefits are calculated as if all Credited Service for the participant under the Plan was Credited Service earned prior to March 1, 1994, (iii) reduced for early commencement, if applicable, as provided in Supplement Twenty-four Section 3.03(c), and (iv) disregarding the eligibility requirements of that section. 3.01(h) For a participant listed on Appendix C, total benefits under this subsection 3.01(h) shall be the greatest of (i), (ii) or (iii) below: (i) the amount determined under 3.01(b) above, or (ii) the amount determined under Supplement Twenty-five Section 3.01(c) of the Salaried Plan with the following modifications: (I) Final Average Monthly Earnings is determined as of the date of calculation and is not limited as required under Code Section 401(a)(17), (II) Pay as defined in Section 1.24 of Supplement Twenty-five will be defined for all years using the definition applicable to periods before January 1, 1993 and considers severance pay, if any, paid to the participant as Pay under that Section, (III) benefits are calculated as if all Credited Service for the participant under the Plan was Credited Service earned prior to March 1, 1994, (IV) reduced for early retirement, if applicable, as provided in Section 3.03(c) of Supplement Twenty-five, and (V) disregarding the eligibility requirements of that section. (iii) the benefit payable under the Hunt-Wesson Foods, Inc. Salaried Pension Plan (Amended and Restated as of June 30, 1985), in existence on February 28, 1989 calculated with the following modifications: (I) Final Average Compensation is not limited as required under Code Section 401(a)(17), (II) Compensation considers severance pay, if any, paid to the participant, (III) benefits are calculated as if all Credited Service for the participant under the Plan was Credited Service, and (IV) disregarding application of any limitations under Code Section 415. 3.01(i) For a participant listed on Appendix D, total benefits under this subsection 3.01(i) shall be the greater of (i) and (ii) below: (i) the amount determined under 3.01(a) above, or (ii) the amount determined under Supplement Twenty-five Section 3.01(c) of the Salaried Plan with the following modifications: (I) Final Average Monthly Earnings is determined as of the date of calculation and is not limited as required under Code Section 401(a)(17), (II) Pay as defined in Section 1.24 of Supplement Twenty-five will be defined for all years using the definition applicable to periods before January 1, 1993 and considers severance pay, if any, paid to the participant as Pay under that Section, (III) benefits are calculated as if all Credited Service for the participant under the Plan was Credited Service earned prior to March 1, 1994, (IV) reduced for early retirement, if applicable, as provided in Section 3.03(c) of Supplement Twenty-five, and (V) disregarding the eligibility requirements of that section. 3.01(j) For a participant listed on Appendix E who remains continuously employed by an Affiliated Company after July 31, 1997 and retires from active employment on or after age 62, the total benefits under this subsection 3.01(j) shall be the amount determined under Supplement Twenty-nine Section 3.01(b)(iv) of the Salaried Plan with the following modifications or clarifications: (i) Final Average Monthly Earnings is determined as of the date of calculation, and is limited under Code Section 401(a)(17) as defined by the Salaried Plan, (ii) benefits are calculated using the Credited Service at age 62 for the participant under the Plan and treating that Credited Service as if it was earned prior to August 1, 1997, (iii) reduced for early retirement, if applicable, on an actuarial equivalent basis as defined in Exhibit A of Supplement Twenty-nine and (iv) disregarding the eligibility requirements of that section. 3.01(k) For a participant listed on Appendix F who remains continuously employed by an Affiliated Company after July 31, 1997 and retires from active employment on or after age 65, the total benefits under this subsection 3.01(k) shall be the amount determined under Supplement Twenty-nine Section 3.01(b)(iv) of the Salaried Plan with the following modifications or clarifications: (i) Final Average Monthly Earnings is determined as of the date of calculation, and is limited under Code Section 401(a)(17) as defined by the Salaried Plan, (ii) benefits are calculated using the Credited Service at age 65 for the participant under the Plan and treating that Credited Service as if it was earned prior to August 1, 1997, and (iii) disregarding the eligibility requirements of that section. ARTICLE IV TIME AND FORM OF PAYMENT 4.01 Time of Payment Entitlement to payments under this Plan shall commence at the same time as payments under the Salaried Plan to which they relate. 4.02 Form of Payment Payment under this Plan pursuant to Article III, except as provided in individual agreements, shall be made in the form of payment in which the Participant receives his benefit from the Salaried Plan. Actuarial equivalency under this Plan shall be determined by those administering this Plan using the factors used for comparable determinations under the Salaried Plan; provided, however, for purposes of calculating a lump sum, the discount rate and mortality assumptions used by the Company for purposes of calculating pension expense under FAS 87 (or is successor) for this Plan in the year in which the lump sum is paid will be used. 4.03 Method of Payment All payments hereunder shall be made in cash. ARTICLE V BENEFICIARY 5.01 Beneficiary Designation A Participant may designate his Beneficiary to receive benefits under the Plan by completing the appropriate form provided by the Plan Administrator. Any change of Beneficiary must satisfy all requirements for designation of a Beneficiary. 5.02 Proper Beneficiary If the Company has any doubt as to the proper Beneficiary to receive payments hereunder, the Company shall have the right to withhold such payments until the matter is finally adjudicated. However, any payment made by the Company, in good faith and in accordance with this Plan, shall fully discharge the Company and the Plan Administrator from all further obligations with respect to that payment. 5.03 Minor or Incompetent Beneficiary In making any payments to or for the benefit of any minor or an incompetent Beneficiary, the Company, in its sole and absolute discretion, may (a) make a distribution to a legal or natural guardian or other relative of a minor or court appointed committee of such incompetent; or (b) make a payment to any adult with whom the minor or incompetent temporarily or permanently resides. The receipt by a guardian, committee, relative or other person shall be a complete discharge to the Company. Neither the Plan Administrator nor the Company shall have any responsibility to see to the proper application of any payments so made. ARTICLE VI ADMINISTRATION OF THE PLAN 6.01 Majority Vote All resolutions or other actions taken by the Committee shall be by vote of a majority of those present at a meeting at which a majority of the members are present, or in writing by all the members, at the time in office, if they act without a meeting. 6.02 Finality of Determination Subject to the Plan, the Committee or Plan Administrator shall, from time to time, establish rules, forms and procedures for the administration of the Plan. Except as herein otherwise expressly provided, the Committee and Plan Administrator shall have full and absolute discretion to (i) construe and interpret the Plan, (ii) decide all questions arising with respect to the Plan, including but not limited to, eligibility to participate in the Plan, and (iii) determine the amount, manner and time of payment of any benefits to any Participant or Beneficiary. The respective decisions, actions and records of the Committee and Plan Administrator shall be conclusive and binding upon the Company and all persons having or claiming to have any right or interest in or under the Plan. 6.03 Certificates and Reports The members of the Committee, the Plan Administrator and the officers and directors of the Company shall be entitled to rely on all certificates, opinions, and reports made by any duly appointed accountants and consultants, and on all opinions given by any duly appointed legal counsel, which legal counsel may be counsel for the Company. 6.04 Indemnification and Exculpation The Company shall indemnify and hold harmless each member of the Committee, the Plan Administrator and any person acting on behalf of or pursuant to appointment by the Plan Administrator (hereinafter referred to as "designee") in connection with the administration of the Plan against any and all expenses and liabilities arising out of his membership on the Committee or administration of the Plan or any action or failure to act by the Committee, Plan Administrator, any member of the Committee or any designee, except if such action or failure to act constitutes gross negligence or willful misconduct. Expenses against which a member of the Committee, the Plan Administrator or any designee shall be indemnified hereunder shall include, without limitation, the amount of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted, or a proceeding brought or settlement thereof. The foregoing rights of indemnification shall be in addition to any other rights to which the any such member of the Committee, Plan Administrator or designee may be entitled as a matter of law. 6.05 Expenses The expenses of administering the Plan shall be borne by the Company. ARTICLE VII CLAIMS PROCEDURE 7.01 Written Claim Benefits shall be paid in accordance with the provisions of this Plan. The Participant, or a designated Beneficiary or any other person claiming through the Participant, shall make a written request for benefits under this Plan. This written claim shall be mailed or delivered to the Plan Administrator. Such claim shall be reviewed by the Plan Administrator or his delegate. 7.02 Denied Claim If the claim is denied, in full or in part, the Plan Administrator shall provide a written notice within ninety (90) days setting forth the specific reasons for denial and any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary and appropriate information and explanation of the steps to be taken if a review of the denial is desired. 7.03 Review Procedure If the claim is denied and a review is desired, the Participant (or Beneficiary) shall notify the Plan Administrator, in writing, within sixty (60) days (a claim shall be deemed denied if the Plan Administrator does not take any action within the aforesaid ninety (90) day period) after receipt of the written notice of denial. In requesting a review, the Participant or his Beneficiary may request a review of the Plan document or other pertinent documents with regard to the employee benefit plan created under this agreement, may submit any written issues and comments, may request an extension of time for such written submission of issues and comments and may request that a hearing be held, but the decision to hold a hearing shall be within the sole discretion of the Committee. 7.04 Committee Review The decision on the review of the denied claim shall be rendered by the Committee within sixty (60) days after the receipt of the request for review (if no hearing is held) or within sixty (60) days after the hearing if one is held. The decision shall be written and shall state the specific reasons for the decision including reference to the specific provisions of this Plan on which the decision is based. ARTICLE VIII NATURE OF COMPANY'S OBLIGATION 8.01 Employer's Obligation Each Employer's payment obligations in connection with the benefits under this Plan shall be an unfunded and unsecured promise to pay the benefit due in accordance with the Plan. No Employer shall be obligated under any circumstances to fund its financial obligations under this Plan; provided, however, that each Employer may establish a trust and contribute assets to the trust for the purpose of satisfying its obligations under the Plan. An Employer's obligations hereunder shall be discharged and satisfied to the extent proper payments are made from such trust to a Participant or Beneficiary. 8.02 Creditor Status Any assets which an Employer may acquire or set aside to help cover its financial liabilities are and shall remain general assets of such Employer subject to the claims of its general, unsecured creditors. Neither the Employer nor this Plan gives the Participant or any other person any beneficial or equitable ownership interest in any asset of the Employer. All rights of ownership in any such assets are, and remain, in the Employer. ARTICLE IX MISCELLANEOUS 9.01 Written Notice Any notice which shall or may be given under this Plan shall be in writing and shall be mailed by United States mail, postage prepaid. If notice is to be given to the Committee or the Plan Administrator, such notice shall be addressed to the Employee Benefits Committee at One ConAgra Drive, Omaha, NE 68102-5001 9.02 Change of Address Any Participant may, from time to time, change the address to which notices shall be mailed by giving written notice of such new address. 9.03 Merger, Consolidation or Acquisition The Plan shall be binding upon each Employer, its assigns, and any successor company which shall succeed to substantially all of its assets and business through merger, acquisition or consolidation, and upon a Participant, his Beneficiary, assigns, heirs, executors and administrators. 9.04 Amendment and Termination The Company, by action of the Committee, retains the sole and unilateral right to terminate, amend, modify or supplement this Plan, in whole or in part, at any time. This right includes the right to make retroactive amendments and the right to discontinue contributions. However, in no event shall the Company have the right to amend the Plan in a manner which adversely affects any rights of any Participant (to the extent already accrued) or, if deceased, such Participant's Beneficiary, including, but not limited to, the right to payment of benefits pursuant to Article III hereof. 9.05 Employment This Plan does not provide a contract of employment between the Employer and the Participant, and, except as provided in any other contractual arrangement, if any, between a Participant and the Employer, the Employer reserves the right to terminate the Participant's employment, for any reason, at any time, notwithstanding the existence of this Plan. 9.06 Nontransferability Except insofar as prohibited by applicable law, no sale, transfer, alienation, assignment, pledge, collateralization or attachment of any benefits under this Plan shall be valid or recognized by the Company. Neither the Participant, his spouse, or designated Beneficiary, shall have any power to hypothecate, mortgage, commute, modify or otherwise encumber in advance of any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony maintenance, owed by the Participant or his Beneficiary, or be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. 9.07 Legal Fees All reasonable legal fees incurred by any Participant (or former Participant) to successfully enforce his valid rights under this Plan shall be paid by the Company in addition to sums due under this Plan. 9.08 Tax Withholding The Company may withhold from a payment any federal, state or local taxes required by law to be withheld with respect to such payment and such sum as the Company may reasonably estimate as necessary to cover any taxes for which the Company may be liable and which may be assessed with regard to such payment. 9.09 Acceleration of Payment The Company reserves the right to accelerate the payment of any benefits payable under this Plan at any time without the consent of the Participant, his estate, his Beneficiary or any other person claiming through the Participant. 9.10 Applicable Law This Plan shall be governed by the laws of the state of Nebraska. 9.11 Effective Date The Plan was adopted effective January 1, 1988. This amended and restated document reflects all Plan amendments through August 1, 2005 EX-10.2 5 crisp.txt CRISP PLAN AS AMENDED EXHIBIT 10.2 CONAGRA FOODS, INC. AMENDED AND RESTATED NONQUALIFIED CRISP PLAN 1. Purpose. The Company has previously adopted the ConAgra Retirement Income Savings Plan ("Qualified CRISP"). The Qualified CRISP is qualified under Code ss. 401(a). Regardless of a qualified plan's benefit formula, the Code imposes restrictions upon the benefits that may be provided under plans qualified under Code ss. 401(a), such as limitations under Code ss.ss. 401(a)(17), 401(k), 402(g) and 415 ("Code Restrictions"). These Code Restrictions limit the amount of retirement benefits that may be provided certain Company executives under the Qualified CRISP. This Plan is created for the sole purpose and intended to make up the employer-provided benefits not available under the Qualified CRISP benefit formula because of the Code Restrictions. 2. Definitions. The following definitions shall apply to the Plan: 2.1 "Code" means the Internal Revenue Code of 1986, as amended. 2.2 "Committee" means the Human Resources Committee of the Company Board of Directors. 2.3 "Company" or "ConAgra" means ConAgra Foods, Inc., a Delaware corporation. 2.4 "ConAgra Controlled Group" means the controlled group of corporations as described in Code ss. 414(b), which includes ConAgra. 2.5 "Employee" shall have the same meaning as set forth in the Qualified CRISP. 2.6 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 2.7 "Participant" means an Employee who has satisfied the eligibility requirements set forth in Section 3 of the Plan and who has not received his total benefits under the Plan. 2.8 "Participant's Account" means an account established pursuant to Section 6 of the Plan. 2.9 "Plan" means the ConAgra Foods, Inc. Nonqualified CRISP Plan, set forth herein, as it may be amended from time to time. 2.10 "Plan Year" means the calendar year. 2.11 "Total and Permanent Disability" shall have the same meaning as set forth in the Qualified CRISP. 2.12 "Year of Service" shall have the same meaning as set forth in the Qualified CRISP. 3. Eligibility and Participation. Each Employee who meets the following requirements shall participate in the Plan: (a) The Employee's benefits under the Qualified CRISP are limited by the Code Restrictions; and (b) The Committee has selected the Employee to participate in the Plan. The Employee shall become a Participant in the Plan as of the first day the Employee has met each of the above two (2) requirements, or such other date as selected by the Committee. Each Participant shall continue to participate in the Plan until all the benefits payable to the Participant under the Plan have been paid. 4. General Benefit and Funding. The Company shall make a contribution to each Participant's Account on the last day of each Plan Year in an amount equal to the excess of (a) over (b), where: (a) equals the employer contribution that would have been made to the Qualified CRISP for the Participant had there not been any Code Restrictions and assuming the Participant had made the maximum employee contribution allowed under the Qualified CRISP (ignoring the Code Restrictions), and (b) equals the employer matching contribution that would have been made to the Qualified CRISP for the Participant if the Participant had made the maximum employee contribution allowed under Qualified CRISP (ignoring the Code Restrictions). The maximum employee contribution assumed in (a) above is computed ignoring the Code Restrictions, but not the percentage limits on employee contributions set forth in the Qualified CRISP and not the percentages imposed because of the mathematical test under Code ss. 401(k)(3)(A). 5. Withholding. The Company shall withhold the applicable Old-Age, Survivor, and Disability Insurance portion of FICA tax, if any, and Hospital Insurance portion of FICA tax due on each contribution made to the Participant's Account. The Company shall withhold any other applicable Federal, state or local tax, required by law to be withheld, on each contribution made to the Participant's Account. 6. Participants' Accounts. A separate account shall be established for each Participant in the Plan ("Participant's Account"). Each Participant's Account shall share in the earnings and losses of the Plan in proportion to the value of the account on the first day of the valuation period. Each Participant's Account shall be valued as often as determined appropriate by the Committee, but at least once per Plan Year. A Participant's Account shall not be forfeitable for any reason. 7. Payment of Benefits. The benefits payable under the Plan shall be payable upon the same event that causes the payment of benefits under the Qualified CRISP. The form of benefits hereunder shall be the same form as the form of benefit payments provided under the Qualified CRISP with the same elections to the Participant (and the Participant's spouse) as provided under the Qualified CRISP, except that the payment of benefits hereunder shall be in cash and shall be made based upon the valuation at the quarterly valuation period immediately preceding the payment date. The amount of benefits shall be based upon the balance in the Participant's Account with payment of benefits from the Participant's Account payable until the Participant's Account has a zero (0) balance. 8. Administration. The Plan shall be administered and interpreted by the Committee. The Committee shall make all determinations with regard to the Plan in the sole and absolute discretion of the Committee. The Committee shall have the authority, subject to the provisions of the Plan, to establish, adopt or revise rules and regulations as it deems necessary or advisable for the administration of the Plan. Claims procedures and claims review procedures required by ERISA shall be developed by the Committee. To the extent not inconsistent with the provisions of the Plan, all determinations of the Committee shall be final, conclusive and binding upon all the parties. Any determination or decision that only affects a member of the Committee who is a Participant shall be made by the members of the Committee other than such Participant. 9. Beneficiary Designation. Designation of a beneficiary under the Plan shall be in the same form and with the same restrictions as under the Qualified CRISP. 10. Spendthrift Provision. No benefit, right or interest payable under the Plan shall be subject, at any time and in any manner, to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, seizure, attachment or legal, equitable or other process or be liable for, or subject to the debts, liabilities or other obligations of a Participant, except as otherwise provided by law. A distribution by the estate of a deceased Participant or beneficiary to an heir or legatee of a right to receive payments hereunder shall not be deemed a violation of this Section 10. 11. Amendment and Termination. The Company, by action of its Board of Directors, may amend or terminate the Plan at any time, provided, however, the Plan shall not be amended or terminated to eliminate or reduce any Participant's Account balance of the Participants therein at the time of the amendment or termination or to reduce the vesting of a Participant. 12. Applicable Law. To the extent not pre-empted by federal law, the provisions of the Plan and all rights hereunder shall be governed by and construed, enforced and administered according to the laws of the State of Nebraska. 13. Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such provision had not been included herein. 14. Effective Date. The Plan was adopted effective January 1, 1988. This amended and restated document reflects all Plan amendments through August 1, 2005. EX-10.3 6 bcrltr.txt ROHDE AGREEMENT EXHIBIT 10.3 ConAgra Foods, Inc. One ConAgra Drive Omaha, NE 68102-5501 TEL: 402-595-4000 September 22, 2005 Mr. Bruce Rohde ConAgra Foods, Inc. One ConAgra Drive Omaha, NE 68102 Dear Bruce: This letter summarizes and confirms the agreements regarding your transition from the role of Chairman, Chief Executive Officer, and President, and your employment status and arrangements thereafter with ConAgra Foods, Inc. (the "Company"). Recognizing the Company has now recruited and elected a CEO and President, and elected a non-executive Chairman both to commence their respective duties on October 1, 2005, your official resignation date as Chairman, CEO and President and, except as provided herein, all other executive positions and directorships with the Company and any of the Company's subsidiaries will be September 30, 2005 (the "Resignation Date"). On that date, you will deliver your resignation of the positions of Chairman, CEO and President of the Company and the Company will accept your resignation letter to the Company per the Good Reason provisions of your Employment Agreement dated August 26, 1996, the Amendments to the Employment Agreement dated December 23, 1996 and February 16, 1998 (the "Employment Agreement"). 1. Salary and Incentives: Through September 30, 2005, you will continue in your role as Chairman, CEO, and President, and you will receive your regular base salary, paid in accordance with the customary payroll practice in the monthly amount equal to $100,000, subject to applicable FICA and income tax withholding obligations. In addition to the monthly salary described above, for fiscal year 2006 you will also receive Long Term Incentive Awards of stock and cash under the Long Term Senior Management Incentive Plan ("LTSMIP") based on an award pool of 8% of the Company's excess after-tax earnings over and above 5% compound annual growth rate from a fixed five-year average earnings base and both of which will be prorated to reflect the number of days from the beginning of the fiscal year through your Resignation Date. Such payments will be calculated and paid in the same manner as LTSMIP Awards have been calculated and paid in the past for the Company's other senior executive officers participating in such plans, except that the stock and the cash awards payable to you will be immediately fully vested and no longer be subject to any risk of forfeiture. For fiscal year 2006 you will also receive an award under the Annual Management Incentive Plan ("MIP"), prorated for the fiscal year through your Resignation Date. The MIP Award will be based on the PBT performance scale approved by the Human Resources Committee of the Board on July 25, 2005. This award will not be restricted in any way and will not be subject to risk of forfeiture. The LTSMIP Awards and the Annual MIP Award described above will be subject to applicable FICA and income tax withholding obligations. From your Resignation Date through September 30, 2009 (the "Separation Date"), you will be employed in a non-officer capacity, with the title of Chairman and CEO Emeritus of the Company (the "Employment Period"), and during the Employment Period you will be paid half your regular base salary, paid in accordance with the customary payroll practice in a monthly amount equal to $50,000, subject to applicable FICA and income tax withholding obligations (the "Base Salary"); provided, however, that you shall not be entitled to the Base Salary so long as you, without good and sufficient reason (i.e., being directed to perform services inconsistent with the Requested Services (as defined below)) or in the absence of a material breach of this Agreement by the Company, willfully refuse to perform your duties and obligations contemplated hereunder. If you are terminated for "Cause" (as defined in the Employment Agreement) the Employment Period will end. It is understood that after your participation in the fiscal year 2006 plans you will not continue to participate in the Long Term Senior Management Incentive Plans or the Annual Management Incentive Plan. During the Employment Period, you will make yourself reasonably available to furnish such information and background as may be reasonably necessary in connection with any inquiry, investigation, dispute, litigation, regulatory proceeding or other action in which the Company is or may become involved insofar as it relates to matters arising out of your employment. In that regard, you will report to the Chairman of the Board of Directors of the Company (the "Chairman") and provide such services as reasonably, ethically and lawfully requested by the Chairman, which services shall be consistent with the duties and responsibilities of a senior officer of the Company and which you shall provide in accordance with the Company's corporate governance and ethics guidelines (the "Requested Services"). If you are called upon to serve as a witness or provide assistance in or with respect to any such proceeding, you agree to cooperate with the Company to the full extent permitted by law, and the Company agrees that any such call shall be with reasonable notice and shall provide for payment for your costs incurred in such matters. Furthermore, you will promptly give written notice to the Company of any inquiry, approach or other notice you receive or are informed of by or from any governmental entity regarding any inquiry, investigation, dispute, litigation, regulatory proceeding or other action involving the Company. Provided that you advise the Company prior to engaging in any such action, the provisions of this letter and the agreements herein shall not apply to or restrict in any way the communication of information by you to any state or federal law enforcement agency or require notice to the Company thereof. If during the Employment Period or thereafter you are requested to perform significant additional services, any additional compensation would be agreed to between the parties hereunder. 2. Health Benefits Continuation: During the Employment Period, you and your qualifying dependents will receive the health benefits the Company maintains for its executive officers at no cost to you. You will be responsible for any taxes associated with the premiums, co-payments and deductibles paid on behalf of you and your qualifying dependents during the Employment Period. Upon the expiration of the Employment Period, you will be permitted to continue your Company medical and dental benefits coverage for the maximum period permitted under the Consolidated Omnibus Reconciliation Act of 1986, as amended ("COBRA"), and to participate in the Company's post-retirement medical programs, if any, pursuant to the terms of such programs. If you should elect such continuation of Company medical and dental benefits coverage, you will be required to pay for such coverage in an amount not to exceed the then normal amounts which may be charged for such coverage under COBRA, provided that if you are considered a retiree for purposes of the Company's health plans, you shall pay applicable retiree rates. 3. AD/D and LTD Coverage: During the Employment Period, you will continue to receive the same AD/D and LTD coverage you had immediately prior to your Resignation Date at no cost to you. 4. Stock Options: On your Resignation Date, to the extent previously unvested, all of your employee stock options shall vest and no longer be subject to any risk of forfeiture. You are entitled to exercise these options until the end of their respective terms subject to any adjustment provisions on corporate transactions. The Company shall be entitled to withhold from the stock (or stock proceeds in the event of a cashless exercise) applicable FICA and income taxes with respect to the exercises of any such stock options granted to you by the Company. 5. Restricted Stock Awards and Restricted Share Equivalent Units: On your Resignation Date, to the extent previously unvested, all of your restricted stock awards and restricted share equivalent units shall vest, no longer be subject to any risk of forfeiture, and be promptly delivered to you, subject to the provisions of Section 17 hereof. The Company shall be entitled to withhold applicable FICA and income taxes with respect to the vesting of any of your restricted stock awards and share equivalent units granted to you by the Company. 6. Restricted Cash Awards: On your Resignation Date, to the extent previously unvested, all of your restricted cash awards shall vest, no longer be subject to any risk of forfeiture, and be promptly paid to you, subject to the provisions of Section 17 hereof. The Company shall be entitled to withhold applicable FICA and income taxes with respect to the vesting of any of your restricted cash awards granted to you by the Company. 7. Other Benefits Programs: During the Employment Period, you will continue to participate in all other benefit programs maintained by the Company for its executive officers, which as of the date hereof include the ConAgra Foods Retirement Income Savings Plan, the Non-Qualified ConAgra Foods Retirement Income Savings Plan, the ConAgra Foods Inc. Voluntary Deferred Compensation Plan, the ConAgra Pension Plan for Salaried Employees and the ConAgra Nonqualified Pension Plan. a. Non-Qualified Pension Plan: During the Employment Period, you will continue to participate in the Company's Non-Qualified Pension Plan. Your benefits under the plan are fully vested and non-forfeitable. You are entitled to receive a lump-sum distribution of your benefits under the Plan on October 1, 2009. That lump sum payment and an example of the calculation that produces the payment has been reviewed and verified by you and the Company as correct. The actual lump sum payment will be calculated in accordance with the methodology in the example and using the same actuarial assumptions unless different assumptions are required by the terms of the plan, in which event such required assumptions shall be used. b. Pension Plan for Salaried Employees: During the Employment Period, you will continue to participate in the Company's Pension Plan for Salaried Employees. Your benefits under the plan are fully vested and non-forfeitable and your projected benefit has been verified by you and the Company as correct. It will be distributed under the terms of the plan. You may elect any form of benefit permitted under the plan. c. Retirement Income Savings Plan: During the Employment Period, you will continue to participate in the Company's Retirement Income Savings Plan. Your account under the plan is fully vested and non-forfeitable and will be distributed under the terms of the plan. A schedule reflecting the current balance in your account under that plan has been reviewed and verified by you and the Company as correct. d. Non-Qualified Retirement Income Savings Plan: During the Employment Period, you will continue to participate in the Company's Non-Qualified Retirement Income Savings Plan. Your account under the plan is fully vested and non-forfeitable and will be distributed under the terms of that plan. A schedule reflecting the current balance in your account under that plan has been reviewed and verified by you and the Company as correct. 8. Deferred Compensation Plan: During the Employment Period, you may continue to participate in the Company's Deferred Compensation Plan. Your account under this plan is fully vested and non-forfeitable. You will be entitled to receive a lump sum distribution of your account on December 31, 2005, in accordance with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury guidance thereunder (collectively, "Section 409A"). A schedule reflecting the current balance in your account under that plan has been reviewed and verified by you and the Company as correct. 9. Office and Administrative Support Matters: Commencing October 1, 2005 and continuing through December 31, 2009, your office and administrative support will be relocated. A schedule reflecting the location and staffing has been reviewed and verified by you and the Company as acceptable to both parties. In the event your administrative assistant is unavailable for service during this time period, the Company and you will select a substitute of equivalent capabilities mutually acceptable to both parties. In the event the office location is unavailable during this time period, the Company and you will select a substitute of similar size and quality mutually acceptable to both parties. The lease for the agreed office space terminates December 31, 2009. To the extent the lease provides assignable rights to extend or renew, the Company agrees to assign those rights to you upon your request for same. During your Employment Period, the Company will provide and maintain normal administrative service, supplies, furnishings, equipment and technical support consistent with your current level of support, and no less than that provided to executive officers of the Company, for such things as phones, computers, internet connections, e-mail service, printers, photocopying, office supplies, mail services, express services, and security. In the event you are requested or required to travel on business related to the Company, your travel will be provided by Company aircraft or equivalent utilized by executive officers of the Company. In the event you incur reasonable business expense on business related to the company, you will be timely reimbursed for same. 10. Payments to Estate: In the event of your death, to the extent that any of the Company's obligations to you under this letter and the agreements herein, remain outstanding to you at the time of your death, the Company will continue to make such payments to your estate in the time and manner set forth in the appropriate provisions of this letter and the agreements herein (taking into account the provisions of any benefit plans or programs in which you participated). 11. Non-Competition: The provisions of Section 7 of the Employment Agreement shall continue in full force and effect during the Employment Period and terminate at the Separation Date. 12. Confidentiality: The provisions of Section 6 of the Employment Agreement shall continue in full force and effect. 13. Directors and Officers Liability Coverage: You will continue to be covered under the Company's directors and officers liability policy until the Separation Date to the same extent as senior officers and members of the Board of Directors of the Company and thereafter you shall continue be covered for events occurring prior to your Separation Date. If at any time, you are made a party to, or are threatened to be made a party in any civil, criminal or administrative action, suit, proceeding, or claim, which is in any way connected with your employment, by reason of the fact that you are or were a director, officer, employee or agent of the Company, or of any other corporation or any partnership, joint venture, trust or other enterprise for which you served as such at the request of or on behalf of the Company or for the benefit of the Company, then you shall be indemnified by the Company, to the fullest extent permitted under applicable law, against expenses actually and reasonably incurred by you or imposed on you in connection with, or resulting from, the defense of such action, suit or proceeding, or in connection with, or resulting from, any appeal therein if you acted in good faith and in a manner you reasonably believed to be in or not opposed to the best interest of the Company at the time of such acts. The Company shall advance to you fees and expenses incurred or reasonably expected to be incurred including retainers on the same basis as applicable to then current executive officers and directors of the Company. As used herein, the term "expenses" shall include any and all obligations and expenditures actually and reasonably incurred by you, as and when incurred, for the payment of money, including, without limitation, attorney's fees and costs, advances on attorney fees and costs, judgments, awards, fines, bonds, penalties and amounts paid in satisfaction of a judgment or in settlement of any such action, suit or proceeding. The foregoing indemnification provisions shall be in addition to any other rights to indemnification to which you may be entitled and shall be in no way construed to limit any indemnification rights you may have under the Company's Certificates of Incorporation or Bylaws or any provision of applicable State law and your Employment Agreement which for this purpose shall survive and continue in force and effect. 14. Arbitration; Legal Matters and Fees: Except as provided for in Section 7 of the Employment Agreement and hereunder, any dispute, controversy or claim arising out of or relating to the obligations under this letter and the agreements herein, shall be settled by final and binding arbitration in accordance with the American Arbitration Association Commercial Dispute Resolution Rules. The arbitrator shall be selected by mutual agreement of the parties, if possible. If the parties fail to reach agreement upon appointment of an arbitrator within 30 days following receipt by one party of the other party's notice of desire to arbitrate, the arbitrator shall be selected from a panel or panels submitted by the American Arbitration Association (the "AAA"). The selection process shall be that which is set forth in the AAA Commercial Dispute Resolution Rules, except that, if the parties fail to select an arbitrator from one or more panels, AAA shall not have the power to make an appointment but shall continue to submit additional panels until an arbitrator has been selected. All fees and expenses of the arbitration, including a transcript if requested, will be borne by the Company, unless the arbitrator finds your claim to have been frivolous. In addition, the Company shall pay to you as incurred all legal and accounting fees and expenses incurred by you in seeking to obtain, enforce or defend any right or benefit provided by this Agreement or any other compensation-related plan, agreement or arrangement of the Company, unless your claim is found by a court of competent jurisdiction or an arbitrator to have been frivolous. 15. Governing Law: This letter and the agreements herein shall be governed by, construed and enforced in accordance with the laws of the state of Delaware, excluding any conflicts of law, rule or principle that might otherwise refer to the substantive law of another jurisdiction. 16. Notice: Any notice or other communication required or permitted pursuant to the terms of this letter and the agreements herein shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors of the Company with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: If to you: If to the Company: Bruce Rohde ConAgra Foods 843 South 96th Street One ConAgra Drive Omaha, Nebraska 68114 Omaha, Nebraska 68102 Attn: Chairman of the Board With a copy to: With a copy to: James R. Raborn Andrew Brownstein Baker Botts, L.L.P. Wachtell Lipton One Shell Plaza 51 West 52 Street 910 Louisiana New York, NY 10019 Houston, Texas 77002 17. Section 409A: This letter and the agreements herein will interpreted to avoid any penalty sanctions under Section 409A and to deliver the full economic value of all the benefits provided herein. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. Upon your request, the Company agrees to make any changes to this letter and the agreements herein that will assure that no Section 409A sanctions will be imposed. 18. Withholding: The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. 19. Settlement: You agree and acknowledge that the entitlements provided to you under this Agreement through the Separation Date (including any benefits which you are entitled to receive after the Separation Date) are in settlement of any and all severance-type liabilities and obligations of the Company to you, monetarily or with respect to employee benefits. 20. Amendment: Except as provided herein, this letter and the agreements herein supersedes all previous employment agreements, written or oral, between the Company and you. This letter and the agreements herein may be amended only by written amendment duly executed by both parties hereto or their legal representatives and authorized by action of the Board of Directors of the Company. Except as otherwise specifically provided in this letter and the agreements herein, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this letter and the agreements herein to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. 21. Severability, Assignment: If any one or more of the provisions or parts of a provision contained in this letter and the agreements herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this letter and the agreements herein, but this letter and the agreements herein shall be reformed and construed as if such invalid, illegal or unenforceable provision or part of a provision had never been contained herein and such provisions or part thereof shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted by law. This letter and the agreements herein is not assignable without the written authorization of both parties. The undersigned has all requisite corporate power and authority to execute and deliver this letter and the agreements herein on behalf of the Company. The execution and delivery by the undersigned of this letter and the agreements herein and the consummation of the transaction contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this letter and the agreements herein or to consummate the transaction contemplated hereby. This letter and the agreements herein has been validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. If the forgoing summary is acceptable to you, please sign and date below and return a signed copy to me. Company By: /s/ Carl E. Reichardt ___________________________________ Carl E. Reichardt Title: Lead Director Accepted and agreed to this 22nd day of September 2005. /s/ Bruce Rohde _________________________________ Bruce Rohde -----END PRIVACY-ENHANCED MESSAGE-----