0000023217-14-000009 Sample Contracts

ACKNOWLEDGMENT AND AMENDMENT NO. 4 to MASTER AGREEMENT
Master Agreement • July 16th, 2014 • Conagra Foods Inc /De/ • Food and kindred products

This Acknowledgment and Amendment No. 4 to Master Agreement (this “Amendment No. 4”) is made as of the 27th day of March, 2014, by and among ConAgra Foods, Inc., a Delaware corporation (“Oracle”), Cargill, Incorporated, a Delaware corporation (“Watson”) and CHS Inc., a Minnesota corporation (“Iris”), in connection with that certain Master Agreement, made as of the 4th day of March, 2013, as amended (the “Master Agreement”), by and among Oracle, Watson, Iris and HM Luxembourg S.à r.l., a Luxembourg S.à r.l. (“Newco”). Oracle, Watson and Iris are each referred to herein individually as a “Parent” and collectively as the “Parents.” Capitalized terms not otherwise defined herein will have the respective meanings assigned to them in the Master Agreement.

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ACKNOWLEDGMENT AND AMENDMENT NO. 5 to MASTER AGREEMENT
Master Agreement • July 16th, 2014 • Conagra Foods Inc /De/ • Food and kindred products

This Acknowledgment and Amendment No. 5 to Master Agreement (this “Amendment No. 5”) is made as of 10:00 A.M. Central Time on the 25th day of May, 2014, by and among ConAgra Foods, Inc., a Delaware corporation (“Oracle”), Cargill, Incorporated, a Delaware corporation (“Watson”), and CHS Inc., a Minnesota corporation (“Iris”), in connection with that certain Master Agreement, made as of the 4th day of March, 2013, as amended (the “Master Agreement”), by and among Oracle, Watson, Iris and HM Luxembourg, a Luxembourg Société à responsabilité limitée (“Newco”). Oracle, Watson and Iris are each referred to herein individually as a “Parent” and collectively as the “Parents.” Capitalized terms not otherwise defined herein will have the respective meanings assigned to them in the Master Agreement.

Amendment to Stock Option Agreements
Stock Option Agreement • July 16th, 2014 • Conagra Foods Inc /De/ • Food and kindred products

This Amendment to Stock Option Agreements, hereinafter referred to as the "Amendment" or the "Agreement," is made on this 14th day of March, 2014, between ConAgra Foods, Inc., a Delaware corporation ("ConAgra Foods"), and Brian Keck (the "Retiree"). ConAgra Foods and Retiree agree as follows:

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