Date: June 30, 2008 ML Ref: To: ConAgra Foods, Inc. (“Counterparty”) Attention: Scott Messel From: Merrill Lynch International (“MLI”) Merrill Lynch Financial Centre

Exhibit 10.1

Master Confirmation of OTC Collared Accelerated Share

Repurchase (VWAP Pricing, Fixed Notional)


Date:	June 30, 2008	ML Ref:
To:	ConAgra Foods, Inc. (“Counterparty”)
Attention:	Xxxxx Xxxxxx
From:	Xxxxxxx Xxxxx International (“MLI”)
	Xxxxxxx Xxxxx Financial Centre
	0 Xxxx Xxxxxx Xxxxxx
	London EC1A 1HQ

Dear Sir / Madam:

The purpose of this letter agreement (the “Master Confirmation”), each supplemental confirmation substantially in the form attached hereto as Exhibit A (each, a “Supplemental Confirmation” and the Supplemental Confirmations, together with the Master Confirmation, this “Confirmation”) is to confirm the terms and conditions of each of the above-referenced transactions entered into between Counterparty and MLI through its agent Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (“MLPF&S” or “Agent”) on the respective Trade Dates specified in the Supplemental Confirmations (each, a “Transaction” and collectively, the “Transactions”). This Confirmation constitutes a “Confirmation” both on behalf of MLI, as referred to in the ISDA Master Agreement specified below, and on behalf of MLPF&S, as agent of MLI.

The definitions and provisions contained in the 2000 ISDA Definitions (the “Swap Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and, together with the Swap Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Swap Definitions and the Equity Definitions, the Equity Definitions will govern, in the event of any inconsistency between the Definitions and the Master Confirmation, the Master Confirmation will govern, in the event of any inconsistency between the Master Confirmation and any Supplemental Confirmation, the Supplemental Confirmation will govern. References herein to any “Transaction” shall be deemed to be references to a “Share Forward Transaction” for purposes of the Equity Definitions and a “Swap Transaction” for the purposes of the Swap Definitions.

This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transactions to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of the Master Confirmation) on the Trade Date of the first such Transaction between us. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of each Transaction.

The terms of each Transaction to which the Master Confirmation relates are as follows:

General Terms:


Trade:		With respect to each Transaction, Counterparty, subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, will purchase from MLI, at a time determined by MLI, as described herein, Shares in an amount equal to the Number of Shares. The parties hereto acknowledge that in selling Shares, MLI is acting as principal for its own account and has no implied duties (including any fiduciary duty) to Counterparty and any purchases of Shares by MLI in the open market in anticipation of delivery of Shares to Counterparty are solely for the account of MLI.


Trade Date:		For each Transaction, as set forth in the corresponding Supplemental Confirmation.

Effective Date:		Prepayment Date

Buyer:		Counterparty

Seller:		MLI

Shares:		Shares of common stock, par value USD $5.00 per share, of Counterparty (Symbol: CAG)

Number of Shares:		The result of the Prepayment Amount divided by the Settlement Price, subject to a maximum number of Shares equal to Maximum Shares and a minimum number of Shares equal to the Minimum Shares.

Maximum Shares:		For each Transaction, as set forth in the corresponding Supplemental Confirmation.

Minimum Shares:		For each Transaction, as set forth in the corresponding Supplemental Confirmation.

Initial Share Price:		The arithmetic mean of the VWAP Prices for each Scheduled Trading Day in the Hedge Period, subject to the exclusion of any Exclusion Days (as defined below), as determined by the Calculation Agent; with respect to an event causing an Exclusion Day that does not affect the entirety of the Scheduled Trading Day, the Calculation Agent may effect a partial exclusion, in which case the VWAP Price for such Scheduled Trading Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Exclusion Day effected during the portion of the Scheduled Trading Day unaffected by such event or events, and the weighting of the VWAP Prices for the relevant Scheduled Trading Days during the Hedge Period shall be adjusted by the Calculation Agent for purposes of determining the Initial Share Price.

Forward Price:		Settlement Price

Hedge Period:		The period beginning on the Hedging Initiation Date and ending on the Hedging Completion Date.

Hedging Initiation Date:		For each Transaction, as set forth in the Supplemental Confirmation.

Hedging Completion Date:		For each Transaction, the Scheduled Hedging Completion Date; provided, however, that if any Scheduled Trading Day in the Hedge Period is an Exclusion Day, MLI may, by written notice to Counterparty (which notice need not specify the reason for MLI’s election to suspend the Hedging Period), exclude the Scheduled Trading Day(s) that are Exclusion Days and extend the Hedge Period by such number of additional Scheduled Trading Days, in which case the Hedging Completion Date shall be the final Scheduled Trading Day in such extended Hedge Period; provided further, however, MLI may designate as the Hedging Completion Date a Scheduled Trading Day that is earlier than the Scheduled Hedging Completion Date in a notice (written or oral) to Counterparty no later than 9:00 a.m. New York City time on the next following Scheduled Trading Day.

Scheduled Hedging
Completion Date:		For each Transaction, as set forth in the Supplemental Confirmation.

Prepayment:		Applicable

Prepayment Amount:		For each Transaction, as set forth in the corresponding Supplemental Confirmation.

Prepayment Date:		Hedging Initiation Date


Additional Payment Amount:		On the Prepayment Date, Counterparty shall pay to MLI an additional amount equal to the Commission.

Commission:		For each Transaction, as set forth in the corresponding Supplemental Confirmation.

Exchange:		NYSE

Related Exchange(s):		All Exchanges

Market Disruption Event:		The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by replacing the words “at any time during the one-hour period that ends at the relevant Valuation Time” in the third line thereof with the words “at any time on any Scheduled Trading Day during the Valuation Period or” after the word “material”.

Upfront Share Delivery:		MLI shall deliver the Upfront Shares to Counterparty on the Upfront Share Delivery Date.

Upfront Shares:		For each Transaction, as set forth in the corresponding Supplemental Confirmation.

Upfront Share Delivery Date:		Hedging Initiation Date

Initial Share Delivery:		MLI shall deliver a number of Shares equal to 100% of the Minimum Shares minus any Upfront Shares to Counterparty on the Initial Share Delivery Date.

Initial Share Delivery Date:		One (1) Exchange Business Day following the Hedging Completion Date. The Initial Share Delivery Date shall be deemed to be a “Settlement Date” for purposes of Section 9.4 of the Equity Definitions.

Valuation:

Valuation Period:		For each Transaction, each Scheduled Trading Day from and including the Scheduled Trading Day immediately following the Hedging Completion Date up to and including the Valuation Date; provided, that with respect to each Suspension Event (if any) affecting such Scheduled Trading Days, MLI may, by written notice to Counterparty (which notice shall not specify the reason for MLI’s election to suspend the Valuation Period), exclude the Scheduled Trading Day(s) on which such Suspension Event has occurred (such days, “Suspension Event Days”) and extend the last possible Valuation Date by the total number of such Suspension Event Days; provided, further, that notwithstanding anything to the contrary in the Equity Definitions, to the extent that any Scheduled Trading Days in the Valuation Period are Disrupted Days, the Calculation Agent may exclude such Disrupted Days and extend the last possible Valuation Date by the number of such Disrupted Days (in addition to any Suspension Event Days, without duplication). If a Disrupted Day occurs during the Valuation Period, and each of the nine immediately following Scheduled Trading Days is a Disrupted Day, then the Calculation Agent, in its discretion, may either (i) determine the VWAP Price for such ninth Scheduled Trading Day and adjust the weighting of the VWAP Prices for the relevant Scheduled Trading Days during the Valuation Period as it deems appropriate for purposes of determining the Settlement Price based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares or (ii) disregard such day for purposes of determining the Settlement Price and further postpone the Valuation Date, in either case, as it deems appropriate to determine the VWAP Price.

Suspension Event:		Each and every one of the following events: (i) MLI concludes, in its sole discretion, that Counterparty will be engaged in a distribution of the Shares for purposes of Regulation M or that the “restricted period” in respect of such distribution has not yet been completed; (ii) MLI reasonably concludes that it is appropriate with respect to any


		legal, regulatory or self-regulatory requirements or related policies and procedures, for it to refrain from purchasing Shares during any part of the Valuation Period; or (iii) Counterparty is subject to a third-party tender offer.

Partial Exclusions:		With respect to each Suspension Event Day and Disrupted Day (each, an “Exclusion Day”), the Calculation Agent must determine whether (i) such Exclusion Day should be excluded in full, in which case such Exclusion Day shall not be included for purposes of determining the Settlement Price, or (ii) such Exclusion Day should only be partially excluded, in which case the VWAP Price for such Exclusion Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Exclusion Day effected during the portion of the Scheduled Trading Day unaffected by such event or events, and the weighting of the VWAP Prices for the relevant Scheduled Trading Days during the Valuation Period shall be adjusted by the Calculation Agent for purposes of determining the Settlement Price.

Valuation Date		For each Transaction, the earlier to occur of the date as set forth in the Supplemental Confirmation (as the same may be postponed in accordance with the provisions hereof) (the “Scheduled Valuation Date”) and any Accelerated Valuation Date.

Accelerated Valuation Date:		For each Transaction, any date, occurring on or after the First Acceleration Date but prior to the Scheduled Valuation Date, designated by MLI to be the Valuation Date; MLI shall notify Counterparty of such designation prior to 8 p.m. New York City time on the Scheduled Trading Day immediately following such Accelerated Valuation Date.

First Acceleration Date:		For each Transaction, as set forth in the Supplemental Confirmation.

Settlement Terms:

Physical Settlement:		Applicable

Settlement Currency:		USD

Settlement Method Election:		Not Applicable

Settlement Price:		The arithmetic mean of the VWAP Prices of the Shares for each Scheduled Trading Day in the Valuation Period minus the Settlement Price Adjustment Amount.

Settlement Price Adjustment
Amount:		For each Transaction, as set forth in the Supplemental Confirmation.

Number of Shares
to be Delivered:		A number of Shares equal to (i) the Number of Shares, minus (ii) the Minimum Shares.

VWAP Price:		The daily volume weighted average price per Share traded on the New York Stock Exchange under the CAG ticker as reported on the Bloomberg Page “CAG.N <Equity> AQR SEC” (or any successor thereto). For the purpose of calculating the VWAP Price, the Calculation Agent will include only those trades which are reported during the period of time during which Counterparty could purchase its own shares under Rule 10b-18(b)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and pursuant to the conditions of Rule 10b-18(b)(3) and (b)(4) under the Exchange Act.

Share Adjustments:

Method of Adjustment:		Calculation Agent Adjustment; provided, however, that an Extraordinary Dividend Event occurring with respect to a Transaction shall not constitute a Potential Adjustment Event but shall be an Additional Termination Event under the Agreement with respect to


		such Transaction, with such Transaction being an Affected Transaction and Counterparty being the sole Affected Party.

Extraordinary Dividends:		Each dividend or distribution payment (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) having an ex-dividend date during the Valuation Period, other than the payment of the Ordinary Dividend Amount on each Scheduled Dividend Date. For the avoidance of doubt, the rescheduling of a Scheduled Dividend Date to an earlier date shall result in an Ordinary Dividend Amount payable on such rescheduled day becoming an Extraordinary Dividend.

Ordinary Dividend Amount:		For each Transaction, as set forth in the Supplemental Confirmation.

Scheduled Dividend Dates:		For each Transaction, as set forth in the Supplemental Confirmation.

Extraordinary Events:

Consequences of Merger Events:

Share-for-Share:		Modified Calculation Agent Adjustment

Share-for-Other:		Cancellation and Payment; for the avoidance of doubt, the value of any embedded optionality in the Transaction shall be taken into account in determining the Cancellation Amount.

Share-for-Combined:		Component Adjustment

Determining Party:		MLI

Consequences of Tender Offers:

Share-for-Share:		Modified Calculation Agent Adjustment

Share-for-Other:		Cancellation and Payment; for the avoidance of doubt, the value of any embedded optionality in the Transaction shall be taken into account in determining the Cancellation Amount.

Share-for-Combined:		Component Adjustment

Determining Party:		MLI

New Share:		The definition of “New Shares” in Section 12.1 of the Equity Definitions shall be amended by inserting at the beginning of subsection (i) the following: “(i) where the Exchange is located in the United States, publicly quoted, traded or listed on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market LLC (or their respective successors) or otherwise,”.

Announcement Event:		If an Announcement Event occurs, the Calculation Agent will determine in good faith and in a commercially reasonable manner the economic effect of the Announcement Event on the theoretical value of the Transaction (including without limitation any change in volatility, stock loan rate or liquidity relevant to the Shares or to the Transaction) from the Announcement Date to the Valuation Date. If such economic effect is material, the Calculation Agent will adjust the terms of the Transaction to reflect such economic effect. “Announcement Event” shall mean the occurrence of the Announcement Date of a Merger Event or Tender Offer.

Nationalization, Insolvency or


Delisting:		Cancellation and Payment; provided, that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or The NASDAQ Global Market (or their respective successors); and if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.

Determining Party:		MLI

Additional Disruption Events:

Change in Law:		Applicable

Insolvency Filing:		Applicable

Increased Cost of Stock Borrow:		Applicable; provided, that Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions are amended by deleting the words “at a rate equal to or less than the Initial Stock Loan Rate” and replacing them with “at a rate of equal to or less than 35 basis points”.

Hedging Party:		MLI

Determining Party;		MLI

Non-Reliance/Agreements and Acknowledgements Regarding Hedging Activities/Additional Acknowledgements:		Applicable

Acquisition Transactions:

If an Acquisition Transaction Announcement occurs on or prior to the Scheduled Valuation Date for any Transaction, then the Number of Shares shall not be subject to the lower limit of the Minimum Shares. If an Acquisition Transaction Announcement occurs prior to the First Acceleration Date, then the First Acceleration Date shall become the date of such Acquisition Transaction Announcement. If the Number of Shares to be Delivered for any settlement of any Transaction is a negative number, then on the Settlement Date Counterparty shall deliver to MLI on the Settlement Date a number of Shares equal to the absolute value of the Number of Shares to be Delivered. In lieu of such Share delivery, Counterparty may, in its discretion, elect to deliver to MLI an amount in cash equal to the Acquisition Amount; such election shall be made by Counterparty in writing no later than the scheduled commencement of trading on the Scheduled Trading Day immediately following the date of such Acquisition Transaction Announcement (the date of such notice, the “Acquisition Amount Election Date”); settlement in respect of the Acquisition Amount shall occur on the Exchange Business Day immediately following the completion of the Acquisition Valuation Period.

Notwithstanding any other provision of this Confirmation, Counterparty shall not be required to deliver shares of Common Stock in excess of the number of Capped Delivery Shares. “Capped Delivery Shares” shall be equal to Maximum Shares.

Notwithstanding any other provision of this Confirmation, if for any reason Counterparty is required to deliver shares of Common Stock, Counterparty may deliver shares that are not registered under the Securities Act.

“Acquisition Transaction Announcement” means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, or (iv) any other announcement that in the reasonable judgment of the Calculation Agent would reasonably be expected to result in an Acquisition Transaction. For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by Counterparty or a third party.

“Acquisition Transaction” means (i) any Merger Event (for purposes of this definition the definition of Merger Event shall be read with the references therein to “100%” being replaced by “15%” and without reference to the clause beginning immediately following the definition of Reverse Merger therein to the end of such definition) or Tender Offer or any other transaction involving the merger of Counterparty with or into any third party, (ii) the sale or transfer of all or substantially all of the assets of Counterparty, (iii) a recapitalization, reclassification, binding share exchange or other similar transaction, (iv) any acquisition, lease, exchange, transfer, disposition (including by way of spin-off or distribution) of assets (including any capital stock or other ownership interests in subsidiaries) or other similar event by Counterparty or any of its subsidiaries where the aggregate consideration transferable or receivable by or to Counterparty or its subsidiaries exceeds 25% of the market capitalization of Counterparty and (v) any transaction in which Counterparty or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction (whether pursuant to Rule 14e-2 under the Exchange Act or otherwise).

“Acquisition Amount” means the product of the absolute value of the Number of Shares to be Delivered and the arithmetic mean of the VWAP Prices for each Scheduled Trading Day during the Acquisition Valuation Period.

“Acquisition Valuation Period” means a number of Scheduled Trading Days, designated by MLI and communicated to Counterparty in writing, beginning with the first Scheduled Trading Day immediately following the date of the relevant Acquisition Transaction Announcement (subject to the partial and full Exclusion Day provisions applicable to the Valuation Period and, if Schedule A is applicable pursuant to the relevant Supplemental Confirmation, subject to Schedule A, as if the Acquisition Valuation Period were the Valuation Period).

Other Share Deliveries in Lieu of Cash Payment:

If Counterparty would be obligated to pay cash to MLI or receive cash from MLI pursuant to the terms of this Agreement for any reason without having had the right (other than pursuant to this paragraph) to elect to deliver Shares or receive Shares, as the case may be, in satisfaction of such payment obligation or right, then Counterparty may elect that Counterparty deliver to MLI or receive from MLI, as the case may be, a number of Shares having an equivalent value (such number of Shares to be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner and taking into account relevant factors, including whether or not the Shares are subject to legal or other restrictions on transfer or acquisition and the costs and expenses associated with disposing of or acquiring such Shares). Settlement relating to any delivery of Shares pursuant to this paragraph shall occur within a reasonable period of time.

Notwithstanding any other provisions of this Confirmation to the contrary, in the event that (i) in connection with any settlement upon termination of this Transaction, MLI would be required to make a cash payment to Counterparty and (ii) at such time MLI or its agent owns Shares acquired for the purpose of hedging MLI’s obligations pursuant to this Transaction (such Shares, “Hedge Shares”), MLI may elect to satisfy all or a portion of such cash payment obligation through the delivery of an equivalent value of Hedge Shares (value as determined by the Calculation Agent).

For the avoidance of doubt, other than in respect of an Acquisition Transaction Announcement that results in an amount payable to MLI, Counterparty will not owe any payment to MLI following payment of the Prepayment Amount nor be required to issue any shares to MLI.

Partial Early Settlement

Notwithstanding any other provisions of this Confirmation or any Supplemental Confirmation, if MLI (together with its affiliates, as such term is defined under the Exchange Act) acquire or hold a number of Shares or other equity securities of Counterparty exchangeable for or convertible into Shares which in aggregate would equal or exceed 4.75% of all Shares then issued and outstanding (the “Ownership Limit”), MLI may at any time and from time to time during the term of a Transaction deliver to Counterparty a number of Shares to cause MLI and its affiliates to hold less than the Ownership Limit and Counterparty agrees to take ownership of any such Shares, provided, that MLI has furnished to Counterparty three days’ prior notice in writing specifying a date for settlement (each, an “Early Settlement Date”) and the number of Shares to be delivered by MLI to Counterparty on the Early Settlement Date. The parties understand and agree that (i) the delivery of the Shares by or on behalf of MLI is irrevocable and that as of any Early Settlement Date Counterparty will be the sole beneficial owner of the Shares for all purposes and (ii) the number of Shares delivered by MLI on any such Early Settlement Date will reduce the number of Shares required to be delivered by MLI on the Settlement Date.

Registration:

At the election of Counterparty, (x) any Shares acquired by MLI from Counterparty or (y) any Hedge Shares cannot be sold in the public market by MLI without registration under the Securities Act, Counterparty may, in order to allow MLI to sell such Shares in a registered offering, make available to MLI an effective registration statement under the Securities Act and enter into an agreement, in form and substance satisfactory to MLI, substantially in the form of an underwriting agreement for a registered secondary offering; provided, however, that if MLI, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above or if Counterparty does not register such shares, then the section “Private Placement” below shall apply at the election of Counterparty with respect to the Shares to be sold (such Shares, the “Private Shares”).

Private Placement:

In order to allow MLI to sell Private Shares in a private placement, Counterparty agrees to enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance satisfactory to MLI (in which case, the Calculation Agent shall, to the extent such adjustments have not yet already been made, make any adjustments to the terms of such Transaction that are necessary, in its reasonable judgment, to compensate MLI for an imputed 3% discount from the public market price of the Shares incurred on the sale of Shares in a private placement), or, at the election of Counterparty, purchase such Shares from MLI at the closing price on such Exchange Business Days, and in the amounts, requested by MLI.

Agreement in Respect of Adjustments:

In determining any adjustment in respect of any Transaction pursuant to Article 11 or Article 12 of the Equity Definitions, the Calculation Agent shall make such adjustments without regard to changes in expected dividends since the Trade Date for such Transaction.

Agreement in Respect of Dividends:

For the avoidance of doubt, if an Early Termination Date occurs in respect of any Transaction as a result of an Additional Termination Event, the relevant party’s Loss for purposes of Section 6(e) of the Agreement in respect of such Additional Termination Event shall be determined without regard to the difference between such Extraordinary Dividend giving rise to such Additional Termination Event and the expected dividend as of the Trade Date for such Transaction.

Additional Agreements, Representations and Covenants of Counterparty, Etc.:

1.	Counterparty hereby represents and warrants to MLI that during each Hedge Period:

neither Counterparty nor any “affiliated purchaser” (as such term is defined in Rule 10b-18 under the Exchange Act) will acquire Shares (or equivalent interests or securities exchangeable, convertible or exercisable into Shares) or be a party to any repurchase or similar agreements pursuant to which a valuation, averaging or hedging period or similar such period overlaps or potentially overlaps with the Hedge Period;

Counterparty will not be engaged in a distribution of Shares or other securities for which the Shares are a reference security for purposes of Rule 102 of Regulation M under the Exchange Act; and

Unless the Hedge Period is covered by a Plan described below, Counterparty is not in possession of any material nonpublic information regarding Counterparty or Shares.

MLI hereby represents and warrants to Counterparty that during the Hedge Period, it and each person or entity subject to its control or acting on its behalf will use commercially reasonable efforts to purchase Shares to establish its Initial Hedge Position in compliance with the time of purchase, price of purchase and volume of purchase provisions of Rule 10b-18 under the Exchange Act, as if such rule could be applied to such purchases.

Compliance with Securities

Laws:

Each party represents and agrees that it has complied, and will comply, in connection with each Transaction and all related or contemporaneous sales and purchases of Shares, with the applicable provisions of the Securities Act, and the Exchange Act, and the rules and regulations each thereunder, including, without limitation, Rules 10b-5 and Regulation M under the Exchange Act; provided that each party shall be entitled to rely conclusively on any information communicated by the other party


		concerning such other party’s market activities.

		Each party acknowledges that the offer and sale of each Transaction to it is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) thereof and the provisions of Regulation D thereunder (“Regulation D”). Accordingly, each party represents and warrants to the other that (i) it has the financial ability to bear the economic risk of its investment in each Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined under Regulation D, (iii) it will purchase each Transaction for investment and not with a view to the distribution or resale thereof, and (iv) the disposition of each Transaction is restricted under this Confirmation, the Securities Act and state securities laws.

		Counterparty represents and warrants as of the date hereof and each Trade Date (unless otherwise specified below) that:

		(a) each of its filings under the Exchange Act that are required to be filed from and including the ending date of Counterparty’s most recent prior fiscal year have been filed, and that, as of the respective dates thereof and hereof, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading;

		(b) Counterparty is not in possession of material non-public information regarding the Shares or the Counterparty; this representation shall be repeated as of any Acquisition Amount Election Date and as of the date of any other election by Counterparty in respect of the method of settlement, whether such settlement is on a regular settlement date, upon early termination, in connection with cancellation and payment or otherwise; this representation shall also be repeated as of the completion time of any Distribution Period (as defined below);

		(c) Counterparty is not entering into any Transaction to facilitate a distribution of the common stock or in connection with a future distribution of securities;

		(d) Counterparty is not entering into any Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate the price of the Shares (or any security convertible into or exchangeable for Shares);

		(e) Counterparty is entering into each Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”); it is the intent of the parties that each Transaction comply with the requirements of Rule l0b5-l(c)(1)(i)(A) and (B) and each Transaction shall be interpreted to comply with the requirements of Rule 10b5-l(c) (the “Plan”); Counterparty will not seek to control or influence MLI or MLPF&S to make “purchases or sales” (within the meaning of Rule 10b5-1(c)(l)(i)(B)(3)) under any Transaction, including, without limitation, any decision to enter into any hedging transactions; Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of each Transaction under Rule 10b5-1; if a Hedge Period is covered by a Plan, then the Counterparty represents and warrants to MLI that Counterparty is not in possession of any material nonpublic information regarding Counterparty or Shares as of the Trade Date of the applicable Transaction;

		(f) Neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during the four full calendar weeks immediately preceding the applicable Hedging Initiation


		Date;

		(g) The purchase or writing of each Transaction will not violate Rule 13e-1 or Rule 13e-4 under the Exchange Act, and Counterparty is not entering into any Transaction in anticipation of, or in connection with, or to facilitate a self-tender offer or a third-party tender offer;

		(h) Each Transaction is consistent with the publicly announced program of Counterparty to repurchase, from time to time, Shares (the “Repurchase Program”);

		(i) Counterparty has full power and authority to undertake the Repurchase Program, and the Repurchase Program has been duly authorized and remains valid; and

		(j) If Counterparty purchases any Shares from the other party pursuant to any Transaction, such purchase(s) will comply in all material respects with (i) all laws and regulations applicable to Counterparty and (ii) all contractual obligations of Counterparty.

		Counterparty covenants and agrees that:

		(a) during the term of each Transaction to promptly notify MLI telephonically (which oral communication shall be promptly confirmed by telecopy to MLI) if Counterparty determines that as a result of an acquisition or other business transaction or for any other reason Counterparty will be engaged in a distribution of Shares or other securities for which the Shares are a reference security for purposes of Rule 102 of Regulation M under the Exchange Act and to promptly notify MLI by telecopy of the period commencing on the date that is one (1) business day before the commencement of such distribution and ending on the day on which Counterparty completes the distribution (the “Distribution Period”); for the purposes of this Confirmation, the “term” of a Transaction shall not be considered to have been completed until all Shares required to be transferred to party hereto have been duly transferred and all cash amounts required to be paid to a party hereto have been duly paid;

		(b) without the prior written consent of MLI, neither Counterparty nor any “affiliated purchaser” (as such term is defined in Rule 10b-18 under the Exchange Act) will acquire Shares (or equivalent interests or securities exchangeable, convertible or exercisable into Shares) or be a party to any repurchase or similar agreements pursuant to which a valuation, averaging or hedging period or similar such period overlaps or potentially overlaps with the term of any Transaction, other than (i) acquisition of Shares (or any security convertible into or exchangeable for Shares) by Counterparty from holders of awards granted under Counterparty’s stock plans, in connection with vesting, exercise, settlement, expiration or termination of such awards (or Counterparty being a party to a repurchase or similar agreement for such purpose), (ii) any acquisition of Shares (or any securities convertible into or exchangeable for Shares) by any “affiliated purchaser” (as such term is defined in Rule 10b-18 under the Exchange Act) of Counterparty pursuant to awards granted under Counterparty’s stock plans or pursuant to Counterparty’s 401(k) plan(s), (iii) any acquisition of Shares (or any securities convertible into or exchangeable for Shares) by Counterparty in a private transaction from any director or employee of Counterparty, and (iv) in those transactions already disclosed in writing to MLI; in connection with such disclosed transactions and otherwise, although Counterparty acknowledges that Rule 10b-18 under the Exchange Act cannot be applied to MLI’s or MLPF&S’s purchases of Shares in connection with any Transaction, Counterparty will not take any action that would or could cause MLI’s or MLPF&S’s purchases of Shares during any Transaction term not to comply with Rule 10b-18 under the Exchange Act, as if such rule could be applied to such Transaction; and


		(c) Counterparty shall report each Transaction as required in any applicable report filed by the Counterparty pursuant to the Exchange Act in compliance with Regulation S-K and/or Regulation S-B under the Exchange Act, as applicable.

		Counterparty acknowledges and agrees that:

		(a) In connection with each Transaction, MLI will engage in customary hedging activities in its sole discretion and for its own account and that such activities may involve sales or purchases at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of such Transaction; and

		(b) Notwithstanding the generality of Section 13.1 of the Equity Definitions, MLI is not making any representations or warranties with respect to the treatment of any Transaction under FASB Statements 133 as amended or 150, EITF 00-19 (or any successor issue statements) or under FASB’s Liabilities & Equity Project.

MLI covenants and agrees that notwithstanding anything in the foregoing to the contrary, any Shares purchased by MLI or MLPF&S during any Hedge Period shall be purchased by MLI or MLPF&S in a manner that would comply with the limitations set forth in clauses (b)(2), (b)(3), (b)(4) and (c) of Rule 10b-18 as if such purchases were made by Counterparty.


Account Details:
Account for payments to Counterparty:		To be advised
Account for payment to MLI:		XX Xxxxxx Xxxxx Bank, New York
		ABA#
		FAO:
		A/C:


Bankruptcy Rights:		In the event of Counterparty’s bankruptcy, MLI’s rights in connection with any Transaction shall not exceed those rights held by common shareholders. For the avoidance of doubt, the parties acknowledge and agree that MLI’s rights with respect to any other claim arising from any Transaction prior to Counterparty’s bankruptcy shall remain in full force and effect and shall not be otherwise abridged or modified in connection herewith.

No Set-Off:		Obligations under any Transaction shall not be netted, recouped or set-off (including pursuant to Section 6 of the Agreement) against any other obligations of the parties, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be netted, recouped or set-off (including pursuant to Section 6 of the Agreement) against obligations under this Transaction, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise, and each party hereby waives any such right of set-off, netting or recoupment.

Collateral:		None.

Transfer:		Counterparty may transfer any of its rights or delegate its obligations under any Transaction with the prior written consent of MLI. MLI may assign and delegate its rights and obligations under any Transaction (the “Transferred Obligations”) to any subsidiary of Xxxxxxx Xxxxx & Co., Inc. (the “Assignee”) by notice specifying the effective date of such transfer (“Effective Date”) and including an executed acceptance and assumption by the Assignee of the Transferred Obligations; provided that (i) the obligation of the Assignee shall be guaranteed by a guarantee of Xxxxxxx Xxxxx & Co., Inc. in the form attached hereto as Exhibit B, (ii) such assignment or delegation will not result in any material adverse regulatory consequences to Counterparty, (iii) Counterparty will not, as a result of such transfer, be required to pay to the Assignee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) greater than the amount in respect of which Counterparty would have been required to pay to MLI in the absence of such transfer; and (iv) the Assignee will not, as a result of such transfer, be required to withhold or deduct on account of a Tax under Section 2(d)(i) of the Agreement (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) an amount in excess of that which MLI would have been required to withhold or deduct in the absence of such transfer, unless the Assignee would be required to make additional payments pursuant to Section 2(d)(i)(4) of the Agreement corresponding to such excess. On the Effective Date, (a) MLI shall be released from all obligations and liabilities arising under the Transferred Obligations; and (b) if MLI has not assigned and delegated its rights and obligations under the


		Agreement and all Transactions thereunder, the Transferred Obligations shall cease to be a Transaction under the Agreement and shall be deemed to be a Transaction under the master agreement, if any, between Assignee and Counterparty, provided that, if at such time Assignee and Counterparty have not entered into a master agreement, Assignee and Counterparty shall be deemed to have entered into an ISDA form of Master Agreement (Multicurrency-Cross Border) and Schedule substantially in the form of the Agreement but amended to reflect the name of the Assignee and the address for notices and any amended representations under Part 2 of the Agreement as may be specified in the notice of transfer.

Regulation:		MLI is regulated by The Securities and Futures Authority Limited and has entered into each Transaction as principal.

Indemnity:		Each party hereto (an “Indemnifying Party”) agrees to indemnify the other party, its Affiliates and their respective directors, officers, agents and controlling parties (each such person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, to which such Indemnified Party may become subject because of the untruth of any representation by Indemnifying Party or a breach by Indemnifying Party of any agreement or covenant under this Confirmation, in the Agreement, the Plan or any other agreement relating to the Agreement or any Transaction and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of, any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Indemnifying Party will not be liable under this provision to the extent that any loss, claim, damage, liability or expense results from Indemnified Party’s gross negligence and/or willful misconduct.

ISDA Master Agreement

With respect to the Agreement, MLI and Counterparty each agree as follows:

Specified Entities:

(i) in relation to MLI, for the purposes of:

Section 5(a)(v): not applicable

Section 5(a)(vi): not applicable

Section 5(a)(vii): not applicable

Section 5(b)(iv): not applicable

and (ii) in relation to Counterparty, for the purposes of:

Section 5(a)(v): not applicable

Section 5(a)(vi): not applicable

Section 5(a)(vii): not applicable

Section 5(b)(iv): not applicable

“Specified Transaction” will have the meaning specified in Section 14 of the Agreement.

The “Credit Event Upon Merger” provisions of Section 5(b)(iv) of the Agreement will not apply to MLI and Counterparty.

The “Automatic Early Termination” provision of Section 6(a) of the Agreement will not apply to MLI or to Counterparty. Payments on Early Termination for the purpose of Section 6(e) of the Agreement: (i) Loss shall apply; and (ii) the Second Method shall apply.

“Termination Currency” means USD.

Tax Representations:

(I)

For the purpose of Section 3(e) of the Agreement, each party represents to the other party that it is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii), or 6(e) of the Agreement) to be made by it to the other party under the Agreement. In making this representation, each party may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the

Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement, and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement, and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement; provided that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.

(II)

For the purpose of Section 3(f) of the Agreement, each party makes the following representations to the other party:

(i)

MLI represents that it is a company organized under the laws of England and Wales.

(ii)

Counterparty represents that it is a corporation incorporated under the laws of Delaware.

Delivery Requirements: For the purpose of Sections 3(d), 4(a)(i) and (ii) of the Agreement, each party agrees to deliver the following documents:

Tax forms, documents or certificates to be delivered are:

Each party agrees to complete (accurately and in a manner reasonably satisfactory to the other party), execute, and deliver to the other party, United States Internal Revenue Service Form W-9 or W-8 BEN, or any successor of such form(s): (i) before the first payment date under this agreement; (ii) promptly upon reasonable demand by the other party; and (iii) promptly upon learning that any such form(s) previously provided by the other party has become obsolete or incorrect.

Other documents to be delivered:


Party Required to Deliver Document	Document Required to be Delivered	When Required	Covered by Section 3(d) Representation
Counterparty	Evidence of the authority and true signatures of each official or representative signing this Confirmation	Upon or before execution and delivery of this Confirmation	Yes

Counterparty	Certified copy of the resolution of the Board of Directors or equivalent document authorizing the execution and delivery of this Confirmation	Upon or before execution and delivery of this Confirmation	Yes

Each party	Executed Supplemental Confirmation, substantially in the form of Exhibit A hereto, in respect of each Transaction	On or before the corresponding Trade Date	Yes

MLI	Guarantee of its Credit Support Provider, substantially in the form of Exhibit C attached hereto, together with evidence of the authority and true signatures of the signatories, if applicable	Upon or before execution and delivery of this Confirmation	Yes

Addresses for Notices: For the purpose of Section 12(a) of the Agreement:

Address for notices or communications to MLI:


Address:		Xxxxxxx Xxxxx International
		Xxxxxxx Xxxxx Financial Centre 0 Xxxx Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX Attention: Xxxx Xxxxxxxxx Telephone No.: (000) 000-0000

(For all purposes)

Additionally, a copy of all notices pursuant to Sections 5, 6, and 7 as well as any changes to Counterparty’s address, telephone number or facsimile number should be sent to:

		Address: GMI Counsel
		Xxxxxxx Xxxxx World Headquarters


		4 Word Financial Center, 12th Floor
		New York, New York 10080
		Attention: Global Equity Derivatives

Address for notices or communications to Counterparty for all purposes:

		ConAgra Foods, Inc. Xxx XxxXxxx Xxxxx Xxxxx, XX 00000 Attention: Xxxxx Xxxxxx Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000

Process Agent: For the purpose of Section 13(c) of the Agreement, MLI appoints as its process agent:

		Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated 000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Litigation Department Counterparty does not appoint a Process Agent.

Multibranch Party. For the purpose of Section 10(c) of the Agreement: Neither MLI nor Counterparty is a Multibranch Party.

Calculation Agent. The Calculation Agent is MLI, whose judgments, determinations and calculations in each Transaction and any related hedging transaction between the parties shall be made in good faith and in a commercially reasonable manner.

Credit Support Document.

MLI: Guarantee of Xxxxxxx Xxxxx & Co., Inc. in the form attached hereto as Exhibit C.

Counterparty: Not Applicable

Credit Support Provider.

With respect to MLI: Xxxxxxx Xxxxx & Co., Inc. and with respect to Counterparty, Not Applicable.

Governing Law. This Confirmation will be governed by, and construed in accordance with, the laws of the State of New York.

Netting of Payments. The provisions of Section 2(c) of the Agreement shall not be applicable to each Transaction.

Accuracy of Specified Information. Section 3(d) of the Agreement is hereby amended by adding in the third line thereof after the word “respect” and before the period the words “or, in the case of audited or unaudited financial statements or balance sheets, a fair presentation of the financial condition of the relevant person.”

Basic Representations. Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

Eligible Contract Participant; Line of Business. It is an “eligible contract participant” as defined in the Commodity Futures Modernization Act of 2000, and it has entered into this Confirmation and each Transaction in connection with its business or a line of business (including financial intermediation), or the financing of its business.

Amendment of Section 3(a)(iii). Section 3(a)(iii) of the Agreement is modified to read as follows:

No Violation or Conflict. Such execution, delivery and performance do not materially violate or conflict with any law known by it to be applicable to it, any provision of its constitutional documents, any order or judgment of any court or agency of government applicable to it or any of its assets or any material contractual restriction relating to Specified Indebtedness binding on or affecting it or any of its assets.

Amendment of Section 3(a)(iv). Section 3(a)(iv) of the Agreement is modified by inserting the following at the beginning thereof:

“To such party’s best knowledge,”

Additional Representations:

Counterparty Representations. As of the date hereof and each Trade Date, Counterparty represents and warrants that it: (i) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of entering into each Transaction; (ii) has consulted with its own legal, financial, accounting and tax advisors in connection with each Transaction; and (iii) is entering into each Transaction for a bona fide business purpose to hedge or repurchase Shares.

As of the date hereof and each Trade Date, Counterparty represents and warrants that it is not and has not been the subject of any civil proceeding of a judicial or administrative body of competent jurisdiction that could reasonably be expected to impair materially Counterparty’s ability to perform its obligations hereunder.

As of the date hereof and each Trade Date, Counterparty is not insolvent.

Acknowledgements:

(1) The parties acknowledge and agree that there are no other representations, agreements or other undertakings of the parties in relation to any Transaction, except as set forth in this Confirmation.

(2) The parties hereto intend for:

(a) each Transaction to be a “securities contract” as defined in Section 741(7) of Title 11 of the United States Code (the “Bankruptcy Code”), qualifying for the protections under Section 555 of the Bankruptcy Code;

(b) a party’s right to liquidate each Transaction and to exercise any other remedies upon the occurrence of any Event of Default under the Agreement with respect to the other party to constitute a “contractual right” as defined in the Bankruptcy Code;

(c) all payments for, under or in connection with each Transaction, all payments for the Shares and the transfer of such Shares to constitute “settlement payments” as defined in the Bankruptcy Code.

Amendment of Section 6(d)(ii). Section 6(d)(ii) of the Agreement is modified by deleting the words “on the day” in the second line thereof and substituting therefor “on the day that is three Local Business Days after the day”. Section 6(d)(ii) is further modified by deleting the words “two Local Business Days” in the fourth line thereof and substituting therefor “three Local Business Days.”

Amendment of Definition of Reference Market-Makers. The definition of “Reference Market-Makers” in Section 14 is hereby amended by adding in clause (a) after the word “credit” and before the word “and” the words “or to enter into transactions similar in nature to Transactions”.

Consent to Recording. Each party consents to the recording of the telephone conversations of trading and marketing personnel of the parties and their Affiliates in connection with this Confirmation. To the extent that one party records telephone conversations (the “Recording Party”) and the other party does not (the “Non-Recording Party”), the Recording Party shall in the event of any dispute, make a complete and unedited copy of such party’s tape of the entire day’s conversations with the Non-Recording Party’s personnel available to the Non-Recording Party. The Recording Party’s tapes may be used by either party in any forum in which a dispute is sought to be resolved and the Recording Party will retain tapes for a consistent period of time in accordance with the Recording Party’s policy unless one party notifies the other that a particular transaction is under review and warrants further retention.

Disclosure. Each party hereby acknowledges and agrees that MLI has authorized Counterparty to disclose each Transaction and any related hedging transaction between the parties if and to the extent that Counterparty reasonably determines (after consultation with MLI) that such disclosure is required by law or by the rules of any securities exchange or similar trading platform.

Severability. If any term, provision, covenant or condition of this Confirmation, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Confirmation had been executed with the invalid or unenforceable provision eliminated, so long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Confirmation and the deletion of such portion of this Confirmation will not substantially impair the respective benefits or expectations of parties to this Agreement; provided, however, that this severability provision shall not be applicable if any provision of Section 2, 5, 6 or 13 of the Agreement (or any definition or provision in Section 14 to the extent that it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Master Confirmation enclosed for that purpose and returning it to us.

Very truly yours,


XXXXXXX XXXXX INTERNATIONAL

By:
Name:
Title:

Confirmed as of the date first above written:


CONAGRA FOODS, INC.

By:
Name:
Title:

Acknowledged and agreed as to matters relating to the Agent:


XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent hereunder

By:
Name:
Title:

SCHEDULE A

This Schedule A shall apply to a Transaction if specified as applicable in the relevant Supplemental Confirmation. To the extend specified below, this Schedule A shall modify the relevant terms of the Master Confirmation.


Parallel Transaction:		Counterparty is entering into a repurchase or similar agreement with another broker or dealer (“Alternate Broker”) pursuant to which, until (but excluding) the First Acceleration Date, the hedging, valuation or averaging period or similar such period occur on alternate Scheduled Trading Days with the Transaction. MLI acknowledges and agrees that nothing in this Confirmation shall prohibit, conflict with or restrict transactions by the Alternate Broker on alternate Scheduled Trading Days in a manner that is not inconsistent with the terms and conditions of this Confirmation. Counterparty hereby represents and warrants that until (but excluding) the First Acceleration Date (which date may be postponed as provided herein), no hedging, valuation or averaging period or similar such period of the Parallel Transaction shall include any MLI Day for pricing, valuation or other economic purposes.

MLI Day:		Each date listed in Annex A to the relevant Supplemental Confirmation.

Postponement:		Notwithstanding anything to the contrary in the Master Confirmation, if (i) an Exclusion Day occurs during the Hedge Period or Valuation Period and prior to the First Acceleration Date then in effect, MLI may exclude such Exclusion Day from the Hedge Period or Valuation Period, as the case may be, by written notice to Counterparty (which notice shall not specify the reason for MLI’s election to make such exclusion) and shall postpone each of the First Acceleration Date, the Scheduled Valuation Date and, if occurring prior to the Scheduled Hedging Completion Date then in effect, the Scheduled Hedging Completion Date by two Scheduled Trading Days for each Exclusion Day having resulted in such an exclusion, and if (ii) an Excess Excluded Day Event has occurred, MLI shall postpone each of the First Acceleration Date, the Scheduled Valuation Date and, for the Hedge Excess Excluded Day Event, the Scheduled Hedging Completion Date then in effect by two Scheduled Trading Days for each Valuation Excess Excluded Day or Hedge Excess Excluded Day, as the case may be.

Counterparty’s Notices with respect to the Hedge Period:		If a day has been excluded from the hedge period of the Parallel Transaction, Counterparty shall notify MLI thereof no later than 6 p.m. New York City time on the day so excluded. If the number of days excluded from the hedge period of the Parallel Transaction exceeds the number of Exclusion Days having resulted in days excluded from the Hedge Period pursuant to clause (i) of “Postponement” above (each excess excluded day under the Parallel Transaction, a “Hedge Excess Excluded Day”), Counterparty shall notify MLI of the occurrence of such event (such event, the “Hedge Excess Excluded Day Event”) prior to the first MLI Day in the Valuation Period, and shall further promptly notify MLI of the total number of Hedge Excess Excluded Days having occurred in the hedge period under the Parallel Transaction.

		Notwithstanding any to the contrary in the Master Confirmation, MLI agrees to notify Counterparty of each day it chooses to exclude from the Hedge Period or the Valuation Period as a result of an Exclusion Event no later than 5 p.m. New York City time on the day so excluded.

Counterparty’s Notices with respect to the Valuation Period:		If a day has been excluded from the valuation period of the Parallel Transaction prior to the First Acceleration Date as postponed pursuant to “Postponement” above, Counterparty shall notify MLI thereof no later than 6 p.m. New York City time on the day so excluded. If the number of days excluded from the valuation period of the Parallel


		Transaction prior to the first acceleration date for the Parallel Transaction exceeds the number of Exclusion Days having resulted in days excluded from the Valuation Period prior to the First Acceleration Date as postponed pursuant to clause (i) of “Postponement” above (each excess excluded day under the Parallel Transaction, a “Valuation Excess Excluded Day”), Counterparty shall notify MLI of the occurrence of such event (such event, the “Valuation Excess Excluded Day Event”, and each of the Valuation Excess Excluded Day Event and the Hedge Excess Excluded Day Event, an “Excess Excluded Day Event”) prior to such First Acceleration Date, and shall further promptly notify MLI of the total number of Valuation Excess Excluded Days having occurred in the valuation period under the Parallel Transaction prior to the first acceleration date under such Parallel Transaction.

Changes related to Hedge Period Terms:		The provisions in the Master Confirmation applicable to the Hedge Period shall apply, except that (i) references in “Initial Share Price” and “Hedging Completion Date” to Scheduled Trading Days shall be replaced by references to MLI Days, and (ii) the first proviso of “Hedging Completion Date” shall be replaced by the relevant provisions of “Postponement” above. Notwithstanding clause (i) above, the words ‘Scheduled Trading Day’ in the last line of “Hedging Completion Date” shall not be amended.

Valuation Period:		For each Transaction to which this Schedule A is applicable, each MLI Day from, but excluding, the Scheduled Hedging Completion Date to, but excluding, the First Acceleration Date, and each Scheduled Trading Day from, and including, the First Acceleration Date to, and including, the Valuation Date (each a “Scheduled Valuation Day”), subject to exclusion of Scheduled Valuation Days pursuant to “Postponement” above and, solely with respect to Exclusion Days occurring on or after the First Acceleration Date (as such date may have been postponed pursuant to “Postponement” above), subject to MLI’s right to exclude Scheduled Valuation Days that are Exclusion Days from the Valuation Period by written notice to Counterparty (which notice shall not specify the reason for MLI’s election to make such exclusions), which shall result in a postponement of the Scheduled Valuation Date by the number of Scheduled Trading Days equal to the number of Scheduled Valuation Days so excluded. If a Disrupted Day occurs on a Scheduled Valuation Day during the Valuation Period, and each of the nine immediately following Scheduled Valuation Days is a Disrupted Day, then the Calculation Agent, in its discretion, may either (i) determine the VWAP Price for such ninth Scheduled Valuation Day and adjust the weighting of the VWAP Prices for the relevant Scheduled Valuation Days during the Valuation Period as it deems appropriate for purposes of determining the Settlement Price based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares or (ii) exclude such day in the manner described in the preceding sentence or “Postponement” above, as applicable.

		The references in “Settlement Price,” “Partial Exclusions,” “Acquisition Amount” and “Acquisition Valuation Period” in the Master Confirmation to ‘Scheduled Trading Day’ shall be replaced by the words ‘Scheduled Valuation Day.’

EXHIBIT A

FORM OF SUPPLEMENTAL CONFIRMATION

Supplemental Confirmation of OTC Collared Accelerated Share

Repurchase (VWAP Pricing, Fixed Notional)


Date:	[ ]	ML Ref:
To:	ConAgra Foods, Inc. (“Counterparty”)
Attention:	Xxxxx Xxxxxx
From:	Xxxxxxx Xxxxx International (“MLI”)
	Xxxxxxx Xxxxx Financial Centre
	0 Xxxx Xxxxxx Xxxxxx
	London EC1A 1HQ

Dear Sir / Madam:

Capitalized terms used herein, unless defined herein, have the meanings set forth in the Master Confirmation of OTC Collared ASAP Minus between Counterparty and MLI, dated as of June 30, 2008. Schedule A to the Master Confirmation is applicable to this Supplemental Confirmation .

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of a Transaction under the Master Confirmation.

The terms of the Transaction to which the Supplemental Confirmation relates are as follows:


Trade Date:		[ ]

Hedging Initiation Date:		[ ]

Scheduled Hedging Completion Date:		[ ], subject to Schedule A of the Master Confirmation

Upfront Shares:		(Prepayment Amount * 70%) / Closing Price of the Shares on the Trade Date, as reported on the NYSE

Scheduled Valuation Date:		[ ], subject to Schedule A of the Master Confirmation.

First Acceleration Date:		[ ], subject to Schedule A of the Master Confirmation.

Prepayment Amount:		USD [ ]

Commission:		USD [ ]

Ordinary Dividend Amount:		USD [ ]

Scheduled Dividend Dates:		[ ]

Minimum Shares:		Prepayment Amount divided by Cap Price

Maximum Shares:		Prepayment Amount divided by Floor Price

Cap Price:		The product of [ ]% and the Initial Share Price

Floor Price:		The product of [ ]% and the Initial Share Price


Settlement Price Adjustment Amount:		USD [ ]

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us.

Very truly yours,


XXXXXXX XXXXX INTERNATIONAL

By:
Name:
Title:

Confirmed as of the date first above written:


CONAGRA FOODS, INC.

By:
Name:
Title:

Acknowledged and agreed as to matters relating to the Agent:


XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent hereunder

By:
Name:
Title:

ANNEX A

[ ]

EXHIBIT B

GUARANTEE OF AGENT XXXXXXX XXXXX & CO., INC.

FOR VALUE RECEIVED, receipt of which is hereby acknowledged, XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML&Co.”), hereby unconditionally guarantees to ConAgra Foods, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“MLI”), under the terms of the Master Confirmation of OTC Collared ASAP Minus (VWAP Pricing) between the Company and MLI, dated as of June 30, 2008 (with the Supplemental Confirmations thereto, the “Agreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of MLI punctually to make any such payment, ML&Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML&Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML&Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of MLI or otherwise, all as though such payment had not been made. This is a guarantee of payment in full, not collection.

ML&Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against MLI or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML&Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Agreement. This Guarantee shall continue to be effective if MLI merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist.

ML&Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of MLI; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against MLI.

ML&Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML&Co. and complies with all applicable laws.

This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York.

This Guarantee may be terminated at any time by notice by ML&Co. to the Company given in accordance with the notice provisions of the Agreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of MLI under the Agreement entered into prior to the effectiveness of such notice of termination.

This Guarantee becomes effective concurrent with the effectiveness of the Agreement, according to its terms.

IN WITNESS WHEREOF, ML&Co. has caused this Guarantee to be executed in its corporate name by its duly authorized representative.


XXXXXXX XXXXX & CO., INC.

By:
Name:
Title:
Date:

COVER STATEMENT

CLIENT/COUNTERPARTY RELATIONSHIP

Dear Client/Counterparty:

Xxxxxxx Xxxxx is pleased to provide the attached statement of Generic Risks Associated with Over-the-Counter Derivative Transactions under this Cover Statement that concerns, among other things, the nature of our relationship with you in the context of such transactions. This statement was developed for our new and our ongoing client/counterparties in response to suggestions that OTC derivative dealers consider taking steps to ensure that market participants utilizing OTC derivatives understand their risk exposures and the nature of their relationships with dealers before they enter into OTC derivative transactions.

Xxxxxxx Xxxxx (“we”) are providing to you and your organization (“you”) the attached statement of Generic Risks Associated with Over-the-Counter Derivative Transactions in order to identify, in general terms, certain of the principal risks associated with individually negotiated over-the-counter (“OTC”) derivative transactions. The attached statement does not purport to identify the nature of the specific market or other risks associated with a particular transaction.

Before entering into an OTC derivative transaction, you should ensure that you fully understand the terms of the transaction, relevant risk factors, the nature and extent of your risk of loss and the nature of the contractual relationship into which you are entering. You should also carefully evaluate whether the transaction is appropriate for you in light of your experience, objectives, financial resources, and other relevant circumstances and whether you have the operational resources in place to monitor the associated risks and contractual obligations over the term of the transaction. If you are acting as a financial adviser or agent, you should evaluate these considerations in light of the circumstances applicable to your principal and the scope of your authority.

If you believe you need assistance in evaluating and understanding the terms or risks of a particular OTC derivative transaction, you should consult appropriate advisers before entering into the transaction.

Unless we have expressly agreed in writing to act as your adviser with respect to a particular OTC derivative transaction pursuant to terms and conditions specifying the nature and scope of our advisory relationship, we are acting in the capacity of an arm’s length contractual Counterparty to you in connection with the transaction and not as your financial adviser or fiduciary. Accordingly, unless we have so agreed to act as your adviser, you should not regard transaction proposals, suggestions or other written or oral communications from us as recommendations or advice or as expressing our view as to whether a particular transaction is appropriate for you or meets your financial objectives.

Finally, we and/or our affiliates may from time to time take proprietary positions and/or make a market in instruments identical or economically related to OTC derivative transactions entered into with you, or may have an investment banking or other commercial relationship with and access to information from the issuer(s) of securities, financial instruments, or other interests underlying OTC derivative transactions entered into with you. We may also undertake proprietary activities, including hedging transactions related to the initiation or termination of an OTC derivative transaction with you, that may adversely affect the market price, rate index or other market factor(s) underlying an OTC derivative transaction entered into with you and consequently the value of the transaction.

A. GENERIC RISKS ASSOCIATED WITH

OVER-THE-COUNTER DERIVATIVE TRANSACTIONS

OTC derivative transactions, like other financial transactions, involve a variety of significant risks. The specific risks presented by a particular OTC derivative transaction necessarily depend upon the terms of the transaction and your circumstances. In general, however, all OTC derivative transactions involve some combination of market risk, credit risk, funding risk and operational risk.

Market risk is the risk that the value of a transaction will be adversely affected by fluctuations in the level or volatility of or correlation or relationship between one or more market prices, rates or indices or other market factors or by illiquidity in the market for the relevant transaction or in a related market.

Credit risk is the risk that a Counterparty will fail to perform its obligations to you when due.

Funding risk is the risk that, as a result of mismatches or delays in the timing of cash flows due from or to your counterparties in OTC derivative transactions or related hedging, trading, collateral or other transactions, you or your Counterparty will not have adequate cash available to fund current obligations.

Operational risk is the risk of loss to you arising from inadequacies in or failures of your internal systems and controls for monitoring and quantifying the risks and contractual obligations associated with OTC derivative transactions, for recording and valuing OTC derivative and related transactions, or for detecting human error, systems failure or management failure.

There may be other significant risks that you should consider based on the terms of a specific transaction. Highly customized OTC derivative transactions in particular may increase liquidity risk and introduce other significant risk factors of a complex character. Highly leveraged transactions may experience substantial gains or losses in value as a result of relatively small changes in the value or level of an underlying or related market factor.

Because the price and other terms on which you may enter into or terminate an OTC derivative transaction are individually negotiated, these may not represent the best price or terms available to you from other sources.

In evaluating the risks and contractual obligations associated with a particular OTC derivative transaction, you should also consider that an OTC derivative transaction may be modified or terminated only by mutual consent of the original parties and subject to agreement on individually negotiated terms. Accordingly, it may not be possible for you to modify, terminate or offset your obligations or your exposure to the risks associated with a transaction prior to its scheduled termination date.

Similarly, while market makers and dealers generally quote prices or terms for entering into or terminating OTC derivative transactions and provide indicative or mid-market quotations with respect to outstanding OTC derivative transactions, they are generally not contractually obligated to do so. In addition, it may not be possible to obtain indicative or mid-market quotations for an OTC derivative transaction from a market maker or dealer that is not a Counterparty to the transaction. Consequently, it may also be difficult for you to establish an independent value for an outstanding OTC derivative transaction. You should not regard your Counterparty’s provision of a valuation or indicative price at your request as an offer to enter into or terminate the relevant transaction at that value or price, unless the value or price is identified by the Counterparty as firm or binding.

This brief statement does not purport to disclose all of the risks and other material considerations associated with OTC derivative transactions. You should not construe this generic disclosure statement as business, legal, tax or accounting advice or as modifying applicable law. You should consult your own business, legal, tax and accounting advisers with respect to proposed OTC derivative transactions and you should refrain from entering into any OTC derivative transaction unless you have fully understood the terms and risks of the transaction, including the extent of your potential risk of loss.

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Date: June 30, 2008 ML Ref: To: ConAgra Foods, Inc. (“Counterparty”) Attention: Scott Messel From: Merrill Lynch International (“MLI”) Merrill Lynch Financial Centre

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