0001193125-08-262298 Sample Contracts

FORM OF AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 31st, 2008 • Conagra Foods Inc /De/ • Food and kindred products • Delaware

This AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (“Agreement”) is made this , but effective as of , between ConAgra Foods, Inc., a Delaware Corporation (the “Company”), and (the “Employee”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 31st, 2008 • Conagra Foods Inc /De/ • Food and kindred products • Delaware

This Amended and Restated Employment Agreement is made by and between ConAgra Foods, Inc., a Delaware corporation (“Company”), and Robert F. Sharpe, Jr. (“Executive”), the 25th day of September, 2008, but effective as of January 1, 2009 (the “Agreement Date”).

FORM OF RESTRICTED STOCK UNIT AGREEMENT CONAGRA FOODS 2006 STOCK PLAN
Restricted Stock Unit Agreement • December 31st, 2008 • Conagra Foods Inc /De/ • Food and kindred products • Delaware

This Restricted Stock Unit Agreement, hereinafter referred to as the “Agreement” is made on the between ConAgra Foods, Inc., a Delaware Corporation (the “Company”) and the undersigned employee of the Company (“Participant”).

AMENDMENT ONE RESTRICTED STOCK UNIT AGREEMENT CONAGRA FOODS 2006 STOCK PLAN (PRE-JULY, 2007)
Restricted Stock Unit Agreement • December 31st, 2008 • Conagra Foods Inc /De/ • Food and kindred products

ConAgra Foods, Inc., a Delaware corporation entered into Restricted Stock Unit Agreements pursuant to the ConAgra Foods 2006 Stock Plan during the period beginning December 1, 2006 and ending June 30, 2007 (each of which shall be referred to herein as the “Agreement”). In Section 10 of each Agreement, the Company reserved the unilateral right to amend each Agreement on written notice to the Participant in connection with Section 409A of the Code. The Company desires to exercise such unilateral right to amend the Agreement.

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