Exhibit
10.12


CONAGRA FOODS, INC.


AMENDED
AND RESTATED

VOLUNTARY DEFERRED
COMPENSATION PLAN


The
ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan
(the “Plan”) is adopted effective January 1, 2005.  The Plan is established and maintained by
ConAgra Foods, Inc. for the purpose of permitting certain key employees of the
Company and of corporations which are related to the Company to defer the
receipt of a portion of their income and/or participate in any appreciation in
the value of Company Stock.  Accordingly,
ConAgra Foods, Inc. hereby adopts the Plan pursuant to the terms and provisions
set forth below:


ARTICLE I


DEFINITIONS


1.1           Account.  The term “Account” means the bookkeeping
account established by the Company to which Compensation Deferral
Contributions, and earnings and losses thereon, are credited.


1.2           Beneficiary.  The term “Beneficiary” means one or more
persons or other entities designated by the Participant to receive the benefits
payable by reason of the Participant’s death as provided under this Plan.  The designation shall be in writing on a form
approved by the Committee, signed by the Participant and delivered to the
Committee to be valid.  If the
Participant makes no valid designation, or if the designated primary and
secondary Beneficiaries fail to survive the Participant or otherwise fail to
elect to receive such benefits, Participant’s Beneficiary shall then be the
first of the following persons who survives the Participant:  (i) the Participant’s spouse (that is, the
person to whom the Participant is legally married at the time of the
Participant’s death), (ii) the Participant’s surviving issue, per stirpes, or
(iii) the personal representative(s) of the Participant’s estate, to be
administered and distributed as part of such estate.  The Participant may change his designated
Beneficiary by delivering a new written designation of beneficiary form to the
Committee on a form approved by the Committee.


1.3           Board.  The term “Board” means the Company’s Board of
Directors.


1.4           Change of Control Event.  The
term “Change of Control Event” means a Change in Ownership of the Company, a
Change in Effective Control of the Company, or a Change in the Ownership of a
Substantial Portion of the Company’s Assets. 
For purpose of this Plan:


(i)                                     Change in Ownership of the Company.  A “Change in Ownership of the Company” occurs
on the date that any one person or entity, or more than one person or entity
acting as a Group acquires ownership of stock of the Company that, together
with stock held by such person, entity or Group, constitutes more than fifty
percent (50%) of the total fair market value of the Company or of the total
voting power of the stock of the Company; provided, however, if any one person
or entity, or more than one person or entity acting as a Group, is considered
to own more than fifty percent (50%) of the total fair market value or total
voting power of the stock of the Company, the acquisition of additional stock
by the same person, entity or Group is not considered to cause a Change in
Ownership of the Company (or a Change in Effective Control of the Company).


(ii)                                  Change in Effective Control of the Company.  A “Change in Effective Control of the Company”
occurs on the date that either:


(a)                               Any
one person or entity, or more than one person or entity acting as a Group,
acquires or has acquired during the twelve (12) month period ending on the date
of the most recent



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Exhibit 10.12


acquisition by such person,
entity or Group ownership of stock of the Company possessing thirty-five
percent (35%) or more of the total voting power of the stock of the Company; or


 


(b)                               A
majority of the members of the relevant corporation’s board of directors is
replaced during any twelve (12) month period by directors whose appointment or
election is not endorsed by a majority of the members of the relevant
corporation’s board of directors prior to the date of the appointment or
election.


(iii)                               Change in the Ownership of a Substantial Portion
of the Company’s Assets. 
A “Change in the Ownership of a Substantial Portion of the Company’s
Assets” occurs on the date that any one person or entity, or more than one
person or entity acting as a Group, acquires or has acquired during the twelve
(12) month period ending on the date of the most recent acquisition by such
person, entity or Group assets from the Company that have a total gross fair
market value equal to or more than forty percent (40%) of the total gross fair
market value of all of the assets of the Company immediately prior to such
acquisition or acquisitions.  For
purposes of this Section, the term “gross fair market value” means the value of
the assets of the Company, or the value of the assets being disposed of,
determined without regard to any liabilities associated with such assets.  However, a Change in the Ownership of a
Substantial Portion of the Company’s Assets does not occur if the assets are
transferred to one of the following (as determined immediately after the asset
transfer):


(a)                               A
shareholder of the Company in exchange for or with respect to such shareholder’s
stock;


(b)                               An
entity, fifty percent (50%) or more of the total value or voting power of which
is owned, directly or indirectly, by the Company;


(c)                                A
person, or more than one person acting as a Group, that owns, directly or
indirectly, fifty percent (50%) or more of the total value or voting power of
all the outstanding stock of the Company; or


(d)                               An
entity, at least fifty percent (50%) of the total value or voting power of
which is owned, directly or indirectly, by a person described in paragraph (c).


For purposes of this Section, the term “Group”
shall have the meaning within Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934 and shall include the owners of a corporation that enter
into a merger, consolidation, purchase or acquisition of stock, or similar
business transaction with the Company, but shall not include persons or
entities who would otherwise be considered a Group solely because such persons
or entities purchase or own stock of the Company at the same time or as a
result of the same public offering.  The
attribution rules of Code Section 318(a) shall apply in determining stock
ownership.


1.5           Code.  The term “Code” means the Internal Revenue
Code of 1986, as amended from time to time.


1.6           Committee.  The term “Committee” means a special
committee appointed by the Chief Executive Officer of the Company (“CEO”) to
administer the Plan.  The initial members
of the Committee shall be the Chairman of the Board, the Vice Chairman of the
Board and the Company’s Senior Vice President of Human Resources.  The CEO may appoint and remove members of the
Committee by providing advance written notice to the individual of such
appointment or removal.


1.7           Company.  The term “Company” means ConAgra Foods, Inc.,
a Delaware corporation, or, to the extent provided in Section 10.5 below, any
successor corporation or other entity resulting from a merger or consolidated
into or with the Company or a transfer or sale of substantially all of the
assets of the Company.


1.8           Compensation Deferral
Agreement.  The term “Compensation
Deferral Agreement” means the written compensation deferral agreement entered
into by a Participant with the Company pursuant to this Plan.


1.9           Disability.  A Participant has a “Disability” or shall be
considered “Disabled” if the Participant is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than
twelve (12) months, receiving income 



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Exhibit
10.12


replacement benefits for a period of not less
than three (3) months under the Company’s long-term disability plan.


1.10         Early Retirement.  The term “Early Retirement” means termination
of employment with the Employer by a Participant who has at least ten (10)
years of service with the Employer and who is at least age fifty-five (55).


1.11         Effective Date.  The original Plan was effective December 5,
1996.  This amendment and restatement is
effective January 1, 2005.


1.12         Employer.  The term “Employer” means the Company and any
Related Company that the Company has authorized to participate in the Plan as
to its employees.


1.13         ERISA.  The Employee Retirement Income Security Act
of 1974, as amended from time to time.


1.14         Normal Retirement.  The term “Normal Retirement” means
termination of employment with the Employer by a Participant who is at least
age sixty-five (65).


1.15         Participant.  The term “Participant” means any eligible
employee covered by the Plan in accordance with the provisions of Article II.


1.16         Plan.  The term “Plan” means the ConAgra Foods, Inc.
Amended and Restated Voluntary Deferred Compensation Plans as set forth herein,
and as may be amended from time to time.


1.17         Plan Year.  The term “Plan Year” means the calendar year.


1.18         Related Company.  The term “Related Company” means: (i) any
corporation that is a member of a controlled group of corporations (as defined
in Code Section 414(b) that includes the Company); (ii) any trade or business
(whether or not incorporated) that is under common control (as defined in Code
section 414(c)) with the Company; (iii) any member of an affiliated service
group (as defined in Code Section 414(m)) that includes the Company; and (iv)
any other entity required to be aggregated with the Company pursuant to final
or temporary regulations under Code Section 414(o).


ARTICLE II


ELIGIBLE EMPLOYEES


Employees
eligible to participate in the Plan shall be those employees of the Employer
selected by, and at the sole and absolute discretion of, the Human Resources
Committee of the Board (“HR Committee”). 
Each Participant shall continue to participate in the Plan until the
earlier of the HR Committee determining the Employee shall no longer
participate or the Participant no longer being employed by an Employer.


ARTICLE III


DEFERRALS


3.1  Employee Deferrals.  Prior to the beginning of each Plan Year, a
Participant may elect to have a portion of his pay deposited in the Plan (“Compensation
Deferral Contribution”).  The minimum
deposit shall be five percent (5%) of the Participant’s base salary or
short-term incentive.  The maximum
deposit shall be fifty percent (50%) of the Participant’s normal salary and
fifty percent (50%) of the Participant’s short-term incentive.  The Participant’s election shall be made in
accordance with the rules and regulations of the Committee and in accordance
with a Compensation Deferral Agreement. 
The Compensation Deferral Contribution shall be credited to the
Participant’s Account under the Plan as soon as reasonably practicable 



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Exhibit 10.12


following the date the Participant would have otherwise been entitled
to receive cash compensation absent an election to defer under this Section
3.1.


3.2  Employer Contributions.  No Employer contributions will be made to the
Plan.


ARTICLE IV


INVESTMENTS AND PARTICIPANT ACCOUNTS


4.1  Investments.  The Committee shall select the investments
available with respect to the Participant’s interests in the Plan.  Each Participant shall select, in accordance
with the rules and procedures established by the Committee, the method of
investing the Participant’s Account. 
Transfers among investments and changes in investment elections may only
be made in accordance with the rules, procedures and limitations established by
the Committee.


4.2  ConAgra Stock.  Notwithstanding Section 4.1, shares of
Company common stock (“ConAgra Stock”) shall be an investment available for
selection by Participants.  If ConAgra
Stock is selected by a Participant, ConAgra Stock shall be acquired by the Plan
through the trust described in Section 4.4 below.  The ConAgra Stock will be provided through
the ConAgra Employee Flexible Bonus Payment Plan and the ConAgra 1995 Stock
Plan, or any subsequent Stock Plan adopted by the Company which allows for
such.  An account (“Participant’s ConAgra
Stock Account’) shall be established for the Participant for the number of
shares of ConAgra Stock purchased with respect to the Compensation Deferral
Contributions to the Participant’s Account. 
The Participant’s ConAgra Stock Account shall be credited with dividends
paid on the shares of ConAgra Stock credited to the Participant’s ConAgra Stock
Account.  Such dividends shall be
reinvested in the ConAgra Stock Account in a manner similar to Employee
Deferral Contributions.  Upon distribution
to a Participant, amounts held in a Participant’s ConAgra Stock Account shall
be paid in ConAgra Stock.  If installment
payments are made, each distribution shall include ConAgra Stock in proportion
to the ConAgra Stock held in the Participant’s Account.


4.3  Participant’s Accounts.  A separate account shall be established for
each Participant in the Plan (“Participant’s Account”).  Each Participant’s Account shall be adjusted
for Compensation Deferral Contributions and earnings and losses.  Each Participant’s Account shall be valued as
often as determined by the Committee, but at least one (1) time per Plan Year.


4.4  Funding.  Notwithstanding any other provisions of the
Plan, this Plan shall be unfunded and the Participants in this Plan shall be no
more than general, unsecured creditors of the Employer with regard to benefits
payable pursuant to this Plan.  The
Company, by action of the Committee, shall establish a trust to hold ConAgra
Stock acquired pursuant to Section 5.2 above. 
Such trust shall be subject to all the provisions of this Plan, shall be
property of the Company until distributed, and shall be subject to the Company’s
general, unsecured creditors and judgment creditors.  Such trust shall not be deemed to be
collateral security for fulfilling any obligation of the Employer to the
Participants.


ARTICLE V


DISTRIBUTIONS


5.1  Termination of Employment.  Upon termination of employment for reasons
other than death, Disability, or Early or Normal Retirement, the Participant’s
Account shall be paid in one (1) lump sum payment.  The payment shall be made as soon as
reasonably practicable following the date of the Participant’s termination of
employment.


5.2  Disability or Retirement.  Upon termination of employment because of
Disability or Early or Normal Retirement, a Participant’s Account shall be paid
over a ten (10) year period.  The first
payment shall be made as soon as reasonably practicable following the date of
the Participant’s termination of employment with annual payments over the next
nine (9) years.  A Participant’s Account
shall share in earnings and losses during the payout period.


5.3  Death.  Upon the death of the Participant before
distribution of the Participant’s entire Account (whether employed or not at
the time of death), the Participant’s Account shall be paid to the Participant’s
Beneficiary as soon as reasonably practicable following the death of the
Participant.



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Exhibit 10.12


5.4  Change of Control Event.  Upon a Change of Control Event, the
Participant’s Account shall be paid to the Participant in one (1) lump sum
payment within thirty (30) days of the Change of Control Event.


5.5  Withholding.  The Employer may withhold any federal, state
or local taxes required with respect to any distribution hereunder.  The Participant shall take whatever action
the Committee deems appropriate with respect to withholding of taxes,
including, but not limited to the Participant remitting to the Company any
taxes required to be withheld by the Company under federal, state or local law
as a result of the payment.


5.6  Distributions to Specified Employees.  Notwithstanding any provision of the Plan to
the contrary, upon a Participant’s separation from service, if a Participant is
a “Specified Employee”, no portion of his or her Account shall be distributed
before the date which is six (6) months after the date of separation from
service, or if earlier, the date of death of the Participant.  A “Specified Employee” is a key employee, as
defined under Code Section 416(i), without regard to paragraph (5) thereof (and
any successor or comparable Code sections).


ARTICLE VI


ADMINISTRATION


6.1  Plan
Administrator.  The
operation of the Plan shall be under the exclusive supervision of the
Committee.  It shall be a principal duty
of the Committee to see that the Plan is carried out in accordance with its
terms, and for the exclusive benefit of persons entitled to participate in the
Plan without discrimination.  The
Committee shall have full and exclusive power to administer and interpret the
Plan in all of its details; subject, however, to the requirements of ERISA and
all pertinent provisions of the Code. 
For this purpose, the Committee’s powers will include, but will not be
limited to, the following authority, in addition to all other powers provided
by this Plan:


(i)                                    to make and enforce such rules and
regulations as the Committee deems necessary or proper for the efficient
administration of the Plan;


(ii)                                 to interpret the Plan, the Committee’s
interpretations thereof in good faith to be final, conclusive and binding on
all persons claiming benefits under the Plan;


(iii)                              to decide all questions concerning the
Plan and the eligibility of any person to participate in the Plan and to
receive benefits provided under the Plan;


(iv)                             to approve and authorize the payment of benefits;


(v)                                to appoint such agents, counsel,
accountants and consultants as may be required to assist in administering the
Plan; and


(vi)                             to allocate
and delegate the Committee’s fiduciary responsibilities under the Plan and to
designate other person to carry out any of the Committee’s fiduciary
responsibilities under the Plan, any such allocation, delegation or designation
to be in accordance with Section 405 of ERISA.


No
Committee member shall be involved in a decision that only affects that member’s
benefit under the Plan, if any.


6.2      Claims.  A claim for benefits under the Plan shall be
made in writing by the Participant, or, if applicable the Participant’s
executor or administrator or authorized representative, (collectively, the “Claimant”)
to the Committee within sixty (60) days of the event by which the Claimant
claims he or she is entitled to receive benefits under the Plan.


6.3      Claim
Denials; Claim Appeals. 
If a claim for benefits under the Plan is denied, the Claimant shall be 



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Exhibit 10.12


notified,
in writing, within sixty (60) days after the claim is filed.  The notice shall be written in a manner
calculated to be understood by the Claimant and shall set forth: (i) the
specific reason(s) for the denial; (ii) specific references to the pertinent
Plan provisions on which the denial is based; (iii) a description of any
additional material or information necessary for the Claimant to perfect the
claim and an explanation as to why such information is necessary; and (iv) an
explanation of the Plan’s appeal procedure.


Within
sixty (60) says after receipt of the above material, the Claimant shall have a
reasonable opportunity to appeal the claim denial to the Committee for a full
and fair review.  The Claimant may: (i)
request a review upon written notice to the Committee; (ii) review pertinent
documents; and (iii) submit issues and comments in writing.


A
decision by the Committee shall be made not later than sixty (60) days after
receipt of a request for review, unless special circumstances require an
extension of time for processing, in which event a decision should be rendered
as soon as possible, but in no event later than one hundred twenty (120) days
after such receipt.  The decision of the
Committee shall be written and shall include specific reasons for the decision,
written in a manner calculated to be understood by the Claimant, with specific
references to the pertinent Plan provision on which the decision is based.


ARTICLE VII


AMENDMENT OR TERMINATION


7.1  Amendment or Termination.  The Company reserves the right to amend or
terminate the Plan at its sole and absolute discretion.  Any such amendment or termination shall be
made pursuant to a resolution of the HR Committee and shall be effective as of
the date of such resolution unless the resolution specifies a different
effective date.


7.2  Effect of Amendment or Termination.  No amendment or
termination of the Plan shall directly or indirectly reduce the balance of any
Account held hereunder as of the effective date of such amendment or termination.  Upon termination of the Plan, distribution of
amounts credited to the Account shall be made to the Participant or his or her
Beneficiary in the manner and at the time described in Article V of the Plan.  The Participant’s Account will continue to
share in earnings and losses until complete distribution of the sums credited
to the Account.


ARTICLE VIII


PRE-JANUARY 1, 2005 DEFERRALS


For
amounts deferred under the Plan prior to January 1, 2005, together with the
earnings thereon (collectively the “Grandfathered Amounts”), the following
provisions of this Article VIII shall apply. 
If a provision of this Article VIII does not otherwise provide, then the
remaining provisions of the Plan shall govern the Grandfathered Amounts.


8.1      Definition
of Change of Control.  The
term “Change of Control” means:


(i)                                    The
acquisition (other than from the Company) by any person, entity or “group”,
within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934 (the “Exchange Act”), (excluding, for this purpose, the Company or
its subsidiaries, or any employee benefit plan of the Company or its
subsidiaries which acquires beneficial ownership of voting securities of the
Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of thirty percent (30%) or more of either the then
outstanding shares of common stock or the combined voting power of the Company’s
then outstanding securities entitled to vote generally in the election of
directors;


(ii)                                 Individuals
who, as of the date hereof, constitute the Board (as of the date hereof the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be, for purposes of the Plan, considered as though such
person were a member of the Incumbent Board; or



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Exhibit 10.12


(iii)                              Consummation
of a reorganization, merger, consolidation, in each case, with respect to which
persons who were the stockholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own
more than fifty percent (50%) of the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged or
consolidated company’s then outstanding voting securities, or a liquidation or
dissolution of the Company or of the sale of all or substantially all of the
assets of the Company.


8.2      Definition
of Disability.  The term “Disability”
means total and permanent disability as determined pursuant to the Company’s
long-term disability plan.


8.3      Distribution
upon Disability or Retirement. 
Upon termination of employment because of Disability or Early or Normal
Retirement, a Participant’s Account shall be paid over a ten (10) year
period.  The first payment shall be made
as soon as reasonably practicable following the date of the Participant’s
termination of employment with annual payments over the next nine (9)
years.  A Participant’s Account shall
share in earnings and losses during the payout period.  Notwithstanding the preceding, a Participant
who is receiving his or her distribution in installments, or who expects to
receive his or her distribution in installments, may request that the Committee
distribute the Grandfathered Amounts in the Participant’s Account in one (1)
lump sum payment.  The Participant shall
provide the Committee information regarding the reasons for requesting a lump
sum distribution, supporting facts and documents and any other information
requested by the Committee.  The
Committee, in its sole and absolute discretion, may grant the lump sum
distribution if the facts and circumstances warrant such a distribution.  Examples of when the Committee should
determine that a lump sum distribution is warranted are financial hardships
beyond the reasonable control of the Participant.


8.4      Distribution
Upon Change of Control. 
Upon a Change of Control, the Grandfathered Amounts in the Participant’s
Account shall be paid to the Participant in one (1) lump sum payment within
thirty (30) days of the Change of Control.


8.5      Distribution
Upon Elective Withdrawal By Participant.  A Participant may elect to withdraw all of
the Grandfathered Amounts held in his or her Account.  In the event of such elective withdrawal of
Grandfathered Amounts, the Participant shall receive a distribution of ninety
percent (90%) of the Grandfathered Amounts in the Participant’s Account and
forfeit the remaining ten percent (10%).


8.6      Distribution
Upon Termination by Corporate Successor.  The Plan shall not be automatically
terminated by a transfer or sale of assets of the Company or by the merger or
consolidation of the Company into or with any other corporation or other
entity, but the Plan shall be continued after such sale, merger or consolidated
only if and to the extent that the transferee, purchaser or successor entity
agrees to continue the Plan.  In the
event that the Plan is not continued by the transferee, purchaser or successor
entity, then the Plan shall terminate and the Grandfathered Amounts in the
Participant’s Account shall be distributed to the Participant in one (1) lump
sum payment within thirty (30) days of such termination.


8.7      Distributions
to Specified Employees. 
Distributions of Grandfathered Amounts may be distributed, as permitted
by the Plan, to Specified Employees (as defined in Section 5.6) prior to the
date which is six (6) months after the date of separation from service, or if
earlier, the date of death of the Participant.



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Exhibit 10.12


ARTICLE IX


409A COMPLIANCE


The Plan has been amended and restated as of January 1, 2005 for
purposes of complying with the provisions of Code Section 409A.  With respect to amounts other than
Grandfathered Amounts, the Plan shall be interpreted to comply with Code
Section 409A and not to cause income inclusion of a Participant’s Account (and
any related penalty and interest) until such amount or amounts are actually
distributed to such Participant.  If the
Company determines that any benefit hereunder cannot be provided without
causing income inclusion, penalties or interest to a Participant prior to
actual distribution or distributions of his or her Account, the Company agrees
to amend the Plan as necessary to comply with Code Section 409A.


ARTICLE X


GENERAL PROVISIONS


10.1                No Guarantee of Benefits.  Nothing contained in the Plan shall
constitute a guarantee by the Company or any other person or entity that the
assets of the Company will be sufficient to pay any benefit hereunder.


10.2                No Enlargement of Employee Rights.  No Participant shall have any right to
receive a distribution of contributions made under the Plan except in
accordance with the terms of the Plan. 
Establishment of the Plan shall not be construed to give any Participant
the right to be retained in the service of the Employer.


10.3                Spendthrift Provision.  No interest of any person or entity in, or right
to receive a distribution under, the Plan shall be subject in any manner to
sale, transfer, assignment, pledge, attachment, garnishment, or other
alienation or encumbrance of any kind; nor may such interest or right to
receive a distribution be taken, either voluntarily or involuntarily for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings, other than by will or the laws of
descent.


10.4                Incapacity of Recipient.  If any person entitled to a distribution
under the Plan is deemed by the Company to be incapable of personally receiving
or giving a valid receipt for such payment, then, unless and until claim
therefore shall have been made by a duly appointed guardian or other legal
representative of such person, the Company may provide for such payment or any
part thereof to be made to any other person or institution then contributing
toward or providing for the care and maintenance of such person.  Any such payment shall be a payment of the
account of such person and a complete discharge of any liability of the Company
and the Plan therefore.


10.5                Corporate Successors.  The Plan shall not be automatically
terminated by a transfer or sale of assets of the Company or by the merger or
consolidation of the Company into or with any other corporation or other
entity, but the Plan shall be continued after such sale, merger or consolidated
only if and to the extent that the transferee, purchaser or successor entity
agrees to continue the Plan.  In the
event that the Plan is not continued by the transferee, purchaser or successor
entity, then the Plan shall terminate and the termination provision of Section
8.2 shall apply.


10.6                Governing Law.  The Plan shall be construed and administered
under the laws of the State of Nebraska to the extent federal law is not
applicable.


10.7                Offsets.  When any payment becomes due hereunder, the
Company, without notice, demand, or any other action, may withhold payment and
use the funds to offset any amounts owed by the Participant to the Company or
any of its affiliates.



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