Directors Deferred Compensation Plan



 EXHIBIT 10.3 
 
CONAGRA FOODS, INC. DIRECTORS’ 
 DEFERRED COMPENSATION PLAN 
 (January 1, 2008 Restatement) 
 ConAgra Foods, Inc. (the “Company”), has established and hereby amends and restates the “ConAgra, Inc., Directors’ Unfunded Deferred Compensation Plan” to have the following terms and conditions, effective as of
January 1, 2008, except as otherwise noted herein. The name of the Plan is changed to the “ConAgra Foods, Inc. Directors’ Deferred Compensation Plan” (hereinafter described as “the Plan”). 
 1. Deferrals. A director may defer all or a portion of his or her fees earned
during a year and subsequent years by filing a written election with the Company. Such election must be received by the Company by December 31st of
the prior year and will remain in effect until changed. Any election to change the director’s rate of deferral will be effective with respect to fees earned on and after the January 1 following receipt of the election by the Company. Any
person elected to the Company’s Board of Directors who is not a director on the preceding December 31st may, to the extent permitted by Internal
Revenue Code (“Code”) Section 409A and the regulations and guidance issued thereunder (including, but not limited to, the plan aggregation rules under Treasury Regulation Section 1.409A-1(c)(2)), elect within thirty
(30) days after his or her term begins to defer all or part of his or her fees earned after such election is received by the Company. Each deferral election shall be irrevocable on the deadline for making the election. A director who has
deferred an amount under this Plan shall be a “Participant” until such director’s interest in the Plan has been paid in full. All references to the Code or Treasury Regulations are intended to refer to any successor provision that
applies in a manner that is substantially similar to the intended application of referenced provision. 
 2.
Accounts and Investments. 
 2.1 Deferral of Cash Fees and Stock Fees. Deferrals of fees that would otherwise have been paid
in cash (“Cash Fees”) shall be credited to the Interest Bearing Account, unless and until the Company receives an election from the director to credit future deferrals of Cash Fees to the ConAgra Foods Common Stock Account (“Stock
Account”) or to any other hypothetical investments permitted by the ConAgra Foods Employee Benefits Investment Committee (which shall be credited to the “Other Investments Account”). A Participant’s Interest Bearing, Stock and
Other Investments Accounts shall be referred to as the Participant’s “Accounts.” Such election shall be subject to any limitations imposed by laws, regulations or the Company. Deferrals of fees that would otherwise have been paid in
Company Stock (“Stock Fees”) shall be credited to the Stock Account. 
  

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 2.2 Hypothetical Investments. Amounts credited to the director’s Stock Account
shall be a book entry by the Company payable in shares of ConAgra Foods Common Stock as provided in this Plan. If a director has elected to defer Cash Fees in the form of ConAgra Foods Common Stock, a book entry in the amount of the number of full
shares to be credited to the Stock Account for each calendar quarter shall be determined on the basis of the closing price of the ConAgra Foods Common Stock on the last trading day of the quarter as reported for New York Stock Exchange –
Composite Transactions (the “Quarterly Closing Price”), and any amount which would represent a fractional share shall be credited to the director’s Interest-Bearing Account. Dividend equivalents on shares credited to a director’s
Stock Account shall be credited by book entry at the end of each calendar quarter to his or her Stock Account in the form of full shares of Common Stock based upon the Quarterly Closing Price; any amount which would represent a fractional share
shall be credited to his or her Interest-Bearing Account. Cash Fees and dividend equivalents that are to be credited to the Stock Account shall be credited to the Interest-Bearing Account until they are credited to the Stock Account. The
Interest-Bearing Account shall be credited on the first day of each month, with interest on the balance held in the fund for the prior period. The rate of interest to be credited shall be the daily prime rate of interest on the date as of which the
credit is made, as published in the Federal Reserve Statistical Release H.15 Daily Update. The Other Investments Account shall be credited with earnings and losses at the intervals and in the manner determined by the ConAgra Foods Employee
Benefits Investment Committee in its discretion. All Accounts shall be maintained as an accounting record of the Company’s obligation pursuant to this Plan, and will not represent an interest of any Participant in any asset. This Plan is
unfunded and payable solely from the general assets of the Company. The Participants shall be unsecured creditors of the company with respect to their interests in the Plan. 
 2.3 Transfers Between Hypothetical Investments. Once per calendar year on the date or dates permitted by the Company, the director may
also elect to transfer all or a portion of the director’s Interest-Bearing Account or Other Investments Account to the director’s Stock Account (but not vice versa), subject to any limitations imposed by laws, regulations or the Company,
and such transfer shall be effective as of the date specified by the Company. All elections must be made during the Company’s insider trading “windows.” The ConAgra Foods Employee Benefits Investment Committee will determine the rules
for transfers between and among the Interest-Bearing and Other Investments Accounts. 
 2.4 Participant Statements. The
Company shall at least annually make available to each director participating in the Plan a statement of his or her total interest in the Plan. 
 3. Distributions. 
 3.1 Active Participant Payment Election. A Participant may, to the
extent permitted by Internal Revenue Code Section 409A and the regulations and guidance issued thereunder (including, but not limited to, the plan aggregation rules under Treasury Regulation Section 1.409A-1(c)(2)), elect to receive
payment of amounts credited to his or her Accounts, as follows: 
  

	(1)	payment shall be made or commence: (i) during the January that next follows the Participant’s “separation from service” as defined below, (ii) during
January of a calendar year designated by the Participant, or (iii) the earlier of (i) or (ii); and 

  

	(2)	payment shall be made in: (i) a lump sum, or (ii) annual or semi-annual installments over a period (up to ten years) timely elected by the Participant. Annual installments
will be paid in January of each year. Semi-annual installments will be paid in January and July of each year. 

 3.2 Inactive Participant Payment Election. For Participants who have received one (1) or more payments pursuant to this Plan on or before December 31, 2007, payments after 2007 shall continue to be made in the same form as payment
was being made before 2008, unless the Participant timely elects to receive payment of the remaining amount due in a single lump sum in January 2008 or January 2009. For each Participant who is no longer serving as a director as of January 1,
2008, but who has not received one or more payments before 2008, payment shall be made in accordance with his or her most recent timely and properly made election received before January 1, 2009, or in the event no such election was received,
then payments shall be made in twenty (20) semi-annual installments during January and July of each year after the year during which the Participant ceased to be a director. 
  

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 3.3 Election Deadline. Any election of time or form of payment must be in writing and
must be received by the Company by the later of: (x) December 31, 2007 in the case of elections to receive payment in or commencing in 2008 or to delay a payment that is otherwise scheduled to occur during 2008, or December 31, 2008
in the case of all other elections, or (y) to the extent permitted by Internal Revenue Code Section 409A and the regulations and guidance issued thereunder (including, but not limited to, the plan aggregation rules under Treasury
Regulation Section 1.409A-1(c)(2)), the date the director’s first election to defer fees under this Plan becomes irrevocable. An election of time and form of payment shall become irrevocable as of the deadline for making such election,
except as specifically set forth in this Plan. With respect to an election made on or after January 1, 2007, and on or before December 31, 2007, to change the time or form of payment, the election may apply only to amounts that otherwise
would not be payable in 2007 and may not cause an amount to be paid in 2007 that otherwise would not be payable in 2007. With respect to an election made on or after January 1, 2008, and on or before December 31, 2008, to change the time
or form of payment, the election may apply only to amounts that otherwise would not be payable in 2008 and may not cause an amount to be paid in 2008 that otherwise would not be payable in 2008. 
 3.4 Payments After an In-Service Distribution. If payment occurs while a director continues in service, deferrals may continue and the
director may make a new election regarding time and form of payment which must be received by December 31 of the year preceding the year during which the in-service distribution is to occur, and the new election will apply to deferrals made
during and after the year during which the in-service distribution is to occur. 
 3.5 Election to Delay Payment. In
addition, a Participant may elect to delay (but not accelerate) payment if the following conditions are met: 
  

	(i)	The new election may not take effect until at least twelve (12) months after the date on which the election is received by the Company. 

  

	(ii)	The new election must extend the deferral of the payment for a period of at least five (5) years. 

  

	(iii)	The new election is received by the Company at least twelve (12) months before the scheduled payment of the deferred amount. 

 3.6 Default Time and Form of Payment. If a Participant’s election of a time and form of payment is not permitted or is not timely
received, then payment shall be made in twenty (20) semi-annual installments (each January and July) beginning in January of the year after the year during which the Participant ceases to be a director. The amount of each installment shall be
determined by dividing the sum of all of the Participant’s Accounts that are being distributed by the number of installments remaining to be paid (including the installment being determined). 
 3.7 Payment Following Death. If the Participant dies prior to the payment in full of all amounts due him or her under the Plan, the
balance of the Accounts shall be payable to his or her designated beneficiary in a lump sum as soon as reasonably practical following death, but no later than ninety (90) days following the Participant’s death. The beneficiary designation
shall be revocable and must be made in writing in a manner approved by the Company. 
 3.8 Medium of Payment. Payment of the
aggregate number of shares credited by book entry to a director’s Stock Account shall be made in shares of Common Stock. Payment of the amount credited to the Interest-Bearing Account and Other Investments Account shall be made in cash.

 3.9 Separation from Service. For purposes of this Plan, “separation from service” means that the director
ceases to be a director and it is not anticipated that the director will thereafter perform services for the Company or a “related company.” For this purpose, services provided as an employee are disregarded if this Plan is not aggregated
with any plan in which the director participates as an employee pursuant to Treasury Regulation section 1.409A-1(c)(2)(ii). For purposes of this plan, “related company” means (i) any corporation that is a member of a controlled group
of corporations (as defined in Code § 414(b) that includes that Company); and (ii) any trade or business (whether or not incorporated) that is under common control (as defined in Code § 414(c)) with the Company (for purposes of
applying Code §§ 414(b) and (c), twenty-five percent (25%) is substituted for the eighty percent (80%) ownership level). 
  

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 3.10 Six Month Wait for Specified Employees. Notwithstanding anything in the Plan to the
contrary, if the Participant is a “specified employee” as defined in Code § 409A(a)(2)(B)(i) and as determined by Treasury Regulation 1.409A-1(g) as of the date of a “separation from service,” and if the
Participant incurs a “separation from service” at the time he or she ceases to be a director, then payment of, or the commencement of the payment of, amounts due pursuant to Participant’s “separation from service” will be
delayed for six (6) months following the date of “separation from service,” unless the Participant dies during the delay, in which case payment shall be made to the beneficiary in accordance with the death benefit provision above. Any
delayed amounts will continue to be invested in accordance with the Plan. Any delayed amounts will be paid in a lump sum on the first business day following the six month delay. 
 3.11 De Minimis Cash Out. Notwithstanding anything herein to the contrary, in the event that the sum of a Participant’s Accounts to
be paid in a lump sum or installments is equal to or less than the applicable dollar amount under Code Section 402(g)(1)(B) ($15,500 for 2008), the Company may, in its sole discretion, pay the Participant’s Stock Account and
Interest-Bearing Account to the Participant in a single lump sum on the earlier of thirty (30) days after the date the Participant ceases to be a director or the earliest date deferred amounts are scheduled to be paid, regardless of any
existing election on the part of the Participant regarding time and form of payment, and provided that such payment represents the Participant’s entire interest in the Plan and all other deferred compensation arrangements that are aggregated
with this Plan under Treasury Regulation 1.409A-1(c)(2). The applicable dollar amount under Code Section 402(g)(1)(B) shall be the amount in effect for the calendar year during which payment pursuant to this paragraph may be made. The
determination of whether the sum of the Accounts is equal to or less than the Code Section 402(g)(1)(B) amount is to be made on the earlier of the date the Participant ceases to be a director or the earliest date on which payment of a deferred
amount is scheduled to be paid. 
 3.12 Unforeseeable Emergency Payment. A Participant may request that the
“Committee” (described below) accelerate payment due to the occurrence of an “unforeseeable emergency” as defined, and to the extent permitted, by Treasury Regulation 1.409A-3(i)(3). 
 3.13 Grace Period. A payment that is made during the Participant’s taxable year that includes the month payment is due shall be
treated as having been paid during such month. 
 4. Administration. The term “Committee” means the Company’s
Employee Benefits Administrative Committee. The Committee shall be the Plan administrator and shall have full and exclusive power to administer and interpret the Plan in all of its details. 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. The Committee may delegate any of its powers to any number of other persons. 
  

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 5. Rabbi Trust. The Company, by action of the HR Committee of the Board of Directors,
may establish one or more “rabbi” trusts. Notwithstanding any other provisions of the Plan, the existence of any trust, or any authority granted by the Company to a Participant to change the investment of any rabbi trust or Company assets,
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. Any such trust(s) 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. Any such trust(s) shall not be deemed to be collateral security for fulfilling any obligation
of the Employer to the Participants. Except to the extent otherwise determined or directed by the Board or HR Committee, the Company’s policy related to deposits and withdrawals from any trust(s), and the terms of any trust(s), shall be
determined by the Company’s Employee Benefits Investment Committee. 
 6. Amendment and Termination. This Plan may be amended, suspended, terminated or modified by the Board of Directors of the Company at any time provided that such amendment, modification, suspension or termination shall not affect the
obligation or schedule of the Company to pay to the Participants the amounts accrued or credited to said Accounts up to December 31st of the year in
which said action is taken concerning the Plan by the Board of Directors and does not cause the Plan to violate Code § 409A. 
 7. Notices. Unless notified to the contrary, all notices under this Plan shall be sent in writing to the Company by mailing to the “Office of the Secretary”, ConAgra Foods, Inc., One ConAgra Drive, Omaha,
Nebraska 68102. All notices to the Participants shall be sent to the address which is their record address for notices as directors of the Company unless a Participant, by written notice, otherwise directs. 
 8. 409A Compliance. To the extent provisions of this Plan do not comply with Code § 409A, the non-compliant provisions shall
be interpreted and applied in the manner that complies with Code § 409A and implements the intent of this Plan as closely as possible. 
  

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