Date: June 30, 2008 ML Ref: To: ConAgra Foods, Inc. (“Counterparty”) Attention: Scott Messel From: Merrill Lynch International (“MLI”) Merrill Lynch Financial CentreMaster Confirmation of Otc Collared Accelerated Share Repurchase • October 2nd, 2008 • Conagra Foods Inc /De/ • Food and kindred products • New York
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.
