CONAGRA FOODS, INC. 8,067,227 Shares of Common Stock UNDERWRITING AGREEMENT January 7, 2013 Merrill Lynch, Pierce, Fenner & Smith IncorporatedUnderwriting Agreement • January 11th, 2013 • Conagra Foods Inc /De/ • Food and kindred products • New York
Introductory. ConAgra Foods, Inc., a Delaware corporation (the “Company”), proposes to (i) issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) 8,067,227 shares of Common Stock, par value $5.00 per share, of the Company (the “Common Stock”) and (ii) grant to Merrill Lynch the option described in Section 2(b) hereof to purchase all or any part of 1,176,471 additional shares of Common Stock. The aforesaid 8,067,227 shares of Common Stock (the “Initial Securities”) to be purchased by Merrill Lynch and all or any part of the 1,176,471 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are herein called, collectively, the “Securities.”
