Amended and Restated Voluntary Deferred Compensation Plan



 EXHIBIT 10.4 
 
CONAGRA FOODS, INC. 
 AMENDED AND RESTATED 
 VOLUNTARY DEFERRED COMPENSATION PLAN 
 (January 1, 2008 Restatement) 
 The ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (the
“Plan”) is adopted effective January 1, 2005, and amended and restated effective January 1, 2008. 
 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: 
 PART I 
 NON-GRANDFATHERED AMOUNTS 
 The provisions of this Part I shall apply to amounts due pursuant to this Plan that are not “Grandfathered Amounts,” as that term is
defined in Part II. 
 ARTICLE I 
 Definitions 
 1.1 Account. The term “Account” means the bookkeeping account established by the Company to which post-2004
Compensation Deferral Contributions, and earnings and losses thereon, are credited. 
 1.2 Change of Control Event. The term “Change of
Control Event” means either of the following: 
 (a) Individuals who constitute the Board (the “Incumbent
Board”) cease for any reason during any 12-month period to constitute at least fifty percent (50%) of the members 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 this Agreement, considered as though such person were a member of the Incumbent
Board; or 
 (b) Consummation of a reorganization, merger or consolidation, in each case, with respect to which
persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own fifty percent (50%) or more 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 the sale of all or substantially all of its assets to a person (or more than one
person acting as a group, as determined under Treasury Regulation section 1.409A-3(i)(5)(v)(B)) who is not related to the Company within the meaning of Treasury Regulation section 1.409A-3(i)(5)(vii)(B). 
  

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 1.3 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. 
 1.4 Compensation Deferral
Contribution. “Compensation Deferral Contribution” means a contribution made to the Plan by a Participant pursuant to Section 3.1. 
 1.5 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 replacement benefits for a period of not less than three (3) months under the Company’s long-term disability
plan. 
 1.6 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); and (ii) any trade or business (whether or not incorporated) that is under common control (as defined in Code Section 414(c)) with the Company. For purposes
of applying Code §§ 414(b) and (c), 25% is substituted for the 80% ownership level. 
 1.7 Separation from Service. The
term “Separation from Service” means the date that the Participant separates from service within the meaning of Code Section 409A. Generally, a Participant separates from service if the Participant dies, retires, or otherwise has a
termination of employment with the Company, determined in accordance with the following: 
 (a) Leaves of Absence. The
employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or, if longer, so long as the
Participant retains a right to reemployment with the Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to
perform services for the Company. If the period of leave exceeds six (6) months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the
first date immediately following such six (6)-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a twenty-nine
(29)-month period of absence shall be substituted for such six (6)-month period. 
 (b) Dual Status. Generally, if a
Participant performs services both as an employee and an independent contractor, such Participant must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated
as having a separation from service. However, if a Participant provides services to the Company as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Plan
pursuant to Treasury Regulation section 1.409A-1(c)(2)(ii), then the services provided as a director are not taken into account in determining whether the Participant has a separation from service as an employee for purposes of this Plan.

 (c) Termination of Employment. Whether a termination of employment has occurred is determined based on whether the
facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date
(whether as an employee or as an independent contractor except as provided in section 1.7(b)) would permanently decrease to no more than twenty (20) percent of the average level of bona fide services performed (whether as an employee or an
independent contractor, except as provided in section 1.7(b)) over the immediately preceding thirty-six (36)-month period (or the full period of services to the Company if the Participant has been providing services to the Company less than
thirty-six (36) months). For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this paragraph (c) the Participant is treated as
providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the 

  

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compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not
otherwise terminated employment are disregarded for purposes of this subsection (c) (including for purposes of determining the applicable thirty-six (36)-month (or shorter) period). 
 (d) Service with Related Companies. For purposes of determining whether a separation from service has occurred under the above
provisions, the “Company” shall include the Company and all Related Companies. 
 ARTICLE II 
 ELIGIBLE EMPLOYEES 
 Employees eligible to
participate in the Plan shall be those employees of the Employer who either have been selected by, and at the sole and absolute discretion of, the HR Committee, or whose annual base salary equals or exceeds one-hundred twenty-five thousand dollars
($125,000.00) or such other amount approved by the HR Committee. The Committee shall have sole and absolute discretion to determine whether an individual’s base salary equals or exceeds the required dollar amount. Each Participant shall
continue to be a participant in the Plan until all payments due under the Plan have been paid. The HR Committee may determine at any time that a Participant shall no longer be eligible to make Compensation Deferral Contributions. 
 Notwithstanding any provision apparently to the contrary in the Plan document or in any written communications, summary, resolution, oral communication
or other document, in the event it is determined that a Participant will no longer be eligible to make Compensation Deferral Contributions, then the election for Compensation Deferral Contributions made by that individual in accordance with the
provisions of the Plan will continue for the remainder of the calendar year during which such determination is made. However, no additional amounts shall be deferred and credited to the Participant’s Account under the Plan for any future
calendar year until such time as the individual is again determined to be eligible to make Compensation Deferral Contributions and makes a new election under the provisions of the Plan. Amounts credited to the Account of such individual shall
continue to be adjusted pursuant to the other provisions of the Plan until fully distributed. 
 ARTICLE III 
 Deferrals 
 3.1 Employee Deferrals. During one or more window
periods each Plan Year determined by the Company, a Participant may elect to have a portion of his pay for the following Plan Year 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 following the date the Participant would have otherwise been entitled to receive cash compensation absent an election to defer under this Section 3.1. Notwithstanding anything herein to
the contrary, a Participant’s Compensation Deferral Contributions will cease upon a Participant’s Disability. 
 3.2 Employer
Contributions. No Employer contributions will be made to the Plan. 
 ARTICLE IV 
 Distributions 
 4.1 Time and Form of Payment. 
  

	 	(a)	 Time of Payment. This Section 4.1(a) shall apply, except to the extent another subsection of this Section 4.1 or Section 4.3 is applicable.
The normal date on which payment of a Participant’s Account shall be made or commence is the January that next follows the Participant’s Separation from Service. 



  

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However, each Participant may elect, pursuant to Section 4.2, that such Participant’s Account shall instead be paid (or installments shall
commence), as follows: 


  

	 	(i)	in the January of the calendar year specified by the Participant (which calendar year may not be later than the year during which the Participant attains age 70); or


  

	 	(ii)	on the earlier of the normal payment date or the January specified under clause (i) above. 

 An election under Section 4.1(a)(i) will be effective only if the Participant is at least age fifty (50) and has an Account balance of at least
one hundred thousand dollars ($100,000.00), in both cases as of the earlier of Separation from Service or the time payment is to commence. An election under Section 4.1(a)(ii) will be effective regardless of age or Account balance. The
Committee shall determine the payment date within the parameters required by this Plan. A payment that is made during the Participant’s taxable year that includes the January payment is due shall be treated as having been made during such
January. 
  

	 	(b)	Normal Form of Payment. This Section 4.1(b) shall apply, except to the extent another subsection of this Section 4.1 or Section 4.3 is applicable. The
normal form of payment of a Participant’s Account shall be paid, at his or her election, in a single lump sum payment (the default form of payment) equal to the value of Participant’s Account as of the most recent Valuation Date that
precedes the payment date. However, a Participant may elect, pursuant to Section 4.2, that payment shall be made in installments over a period elected by the Participant that is not less than one (1) nor more than ten (10) years. Such
election to receive installments will be effective only if the Participant is at least age fifty (50) and has an Account balance of at least one hundred thousand dollars ($100,000.00), in both cases as of the earlier of Separation from Service
or the time payment is to commence. Each installment payment shall equal the quotient of the value of the Participant’s Account as of the most recent Valuation Date that precedes the date the installment is to be paid, divided by the sum of one
plus the number of installments to be paid after the current installment. Any installments shall be paid annually during January of each year an installment is due. 

  

	 	(c)	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 practical following the Participant’s death, but not later than the 90th day following the Participant’s death in a single lump sum equal to the value of the
Participant’s Account as of the most recent Valuation Date preceding the payment. 

  

	 	(d)	Disability. If a Participant becomes Disabled prior to the time payment is to be made or commenced pursuant to Section 4.1(a), the Participant’s Account shall be
paid in the same manner as in Section 4.1(b), except that the age requirement for installment distributions shall not apply, commencing as soon as reasonably practical following the determination of Disability, but not later than the 90th day
following such determination. Each installment payment shall equal the quotient of the value of the Participant’s Account as of the most recent Valuation Date that precedes the date the installment is to be paid, divided by the sum of one plus
the number of installments to be paid after the current installment. 

  

	 	(e)	Change of Control Event. Each Participant may elect, within the time period specified by Section 4.2(a) or (c), that such Participant’s Account shall be paid in a
single lump sum either as soon as reasonably practical following the occurrence of a Change of Control Event, but not later than the 90th day following the occurrence of a Change in Control Event, or eighteen (18) months following the
occurrence of a Change in Control Event. Such payment shall equal the value of the Participant’s Account as of the most recent Valuation Date preceding the payment. If an election is not made under this Section 4.1(e), then payment shall
be made in accordance with the other Plan provisions. 

  

	 	(f)	Participants in Pay Status Before 2008. Notwithstanding anything herein to the contrary, for Participants who have received one (1) or more payments pursuant to this Plan on or
before December 31, 2007, payment shall continue to be made in accordance with the applicable payment schedule. 

  

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 4.2 Elections Regarding Time and Form of Payment. A Participant’s elections regarding
the time and form of payment of his or her Account shall be made in accordance with the provisions of this Section 4.2. 
  

	 	(a)	Initial Elections. Except as otherwise provided in this Plan, the Participant’s election of the time and form of payment, pursuant to Sections 4.1(a), (b) and
(e), must be received by the Committee no later than the date the Participant’s first election to make a Compensation Deferral Contribution becomes irrevocable. If a time and form of payment election is not timely received by the Committee,
payment shall be made as if no election has been made. An initial election of time and form of payment shall become irrevocable as of the deadline for making such election, except as set forth in Section 4.2(b) and (c).


  

	 	(b)	Change in Elections. A Participant may elect to change the timing or form of distribution after the later of December 31, 2007, or the deadline for making an initial election
only in accordance with this Section 4.2(b). Any election under this Section 4.2(b) must comply with Code Section 409A and the guidance issued by the Department of the Treasury with respect to the application of Code
Section 409A. Except as permitted by Section 4.3, a Participant may not elect to accelerate the date payment is to be made or commenced. Except as permitted by Section 4.3, a Participant may elect to delay the time
payment is to be made or commenced and may change the form of payment from lump sum to installments, or vice versa, only if the following conditions are met: 

  

	 	(i)	the election is received by the Committee not less than twelve (12) months before the date payment would have otherwise been made or commenced without regard to this election;


  

	 	(ii)	the election shall not take effect until at least twelve (12) months after the date on which the election is received by the Committee; and 

  

	 	(iii)	except in the case of elections relating to payment on account of death or Disability, payment pursuant to the election shall not be made or commenced sooner than five
(5) years from the date payment would have otherwise been made or commenced without regard to this election. 

  

	 	(c)	Special Transition Rule. This paragraph is effective September 1, 2007. Notwithstanding any provision in the Plan to the contrary, pursuant to IRS Notice 2005-1, IRS Notice
2006-79, and Section 1.409A-2(b)(2)(iv) of the Treasury Regulations under Code Section 409A, new payment elections shall be permitted for certain Participants under the Plan without violating the subsequent deferral and anti-acceleration
rules of Code Section 409A. Accordingly, each Participant who has not received and does not receive one or more payments under this Plan before January 1, 2008, may elect to change the time or form of payment, if such election is received
by the Committee on or before December 31, 2007 and such election complies with Section 4.2(a) (other than the deadline under Section 4.2(a) for making elections). With respect to an election made on or after January 1, 2007, and
on or before December 31, 2007, to change the time 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.


 4.3 Unforeseeable Emergency. A Participant may request that the Committee accelerate payment due to the occurrence of an
“unforeseeable emergency” as defined by, and to the extent permitted by Treasury Regulation 1.409A-3(i)(3). 
 4.4 Withholding. The Company may determine, withhold and report the amount of any foreign, federal, state, or local taxes as the Company determines may be required to cover any taxes for which the Company may be liable with
respect to any payment under this Plan. The Company shall have the authority, duty and power to reduce any benefit payable pursuant to the Plan by the amount of any foreign, federal, state or local taxes required by law to be withheld by the Company
under applicable law with respect to such payment of benefits, and if required by law, the Participant’s share of Federal Insurance Contributions Act taxes, and any other employment taxes. The Company may in accordance with and to the extent it
is able under the laws of the jurisdiction with respect to which a tax is owed, deduct the relevant amount from other earnings payable to the Participant or beneficiary. The Company shall be entitled to withhold and deduct from future wages of a
Participant (or from other amounts that may be due and owing to a Participant from the Company), including all payments under this Plan, or make other arrangements for the collection of all legally required amounts necessary to satisfy any and all
foreign, federal, state, or local, tax withholding and employment-related tax requirements. 
 4.5 Distributions to Specified Employees.
Notwithstanding any provision of the Plan to the contrary, if a Participant is a “Specified Employee”, no portion of his or her Account shall be distributed on account of a Separation from Service before 

  

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the earlier of (a) the date which is six (6) months after the date of Separation from Service, or (b) 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). Amounts that would have been paid during the delay will be
adjusted for earnings and losses and paid on the first business day following the end of the six month delay. 
 PART II 
 GRANDFATHERED AMOUNTS 
 For amounts
deferred under the Plan prior to January 1, 2005, that were fully vested on December 31, 2004, together with the earnings thereon (collectively the “Grandfathered Amounts”), the provisions of this Part II shall apply. 

ARTICLE V 
 DISTRIBUTION OF
GRANDFATHERED AMOUNTS 
 5.1 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 
 (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. 
 5.2 Definition of Disability. The term “Disability” means total and
permanent disability as determined pursuant to the Company’s long-term disability plan. 
 5.3 Definition of Retirement. 
 (a) 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). 
 (b) Normal
Retirement. The term “Normal Retirement” means termination of employment with the Employer by a Participant who is at least age sixty-five (65). 
  

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 5.4 Distribution upon Disability or Retirement. Upon termination of employment because of Disability or
Early or Normal Retirement, a Participant’s Grandfathered Amount 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 Grandfathered Amount 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 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. 
 5.5 Distribution Upon 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. 
 5.6 Distribution Upon 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. 
 5.7 Distribution Upon Change of Control. Upon a Change of Control, the Grandfathered Amounts shall be paid to the Participant in one (1) lump sum payment within thirty (30) days of the Change
of Control. 
 5.8 Distribution Upon Elective Withdrawal By Participant. A Participant may elect to withdraw all of the Grandfathered Amounts.
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%).

 5.9 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 shall be distributed to the Participant in one
(1) lump sum payment within thirty (30) days of such termination. 
 5.10 Distributions to Specified Employees. Distributions of
Grandfathered Amounts may be distributed, as permitted by the Plan, to Specified Employees (as defined in Section 4.5) 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. 
 PART III 
 PROVISIONS APPLICABLE TO GRANDFATHERED AND 
 NON-GRANDFATHERED AMOUNTS 
 This Part III applies for all purposes of this Plan, including with respect to Grandfathered Amounts and amounts due under this Plan that are not
Grandfathered Amounts. 
 ARTICLE VI 
 INVESTMENTS AND PARTICIPANT ACCOUNTS 
  

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 6.1 Investments. The Company’s Employee Benefits Investment Committee shall select the deemed
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 Company’s Employee Benefits Investment Committee, the method of
hypothetically investing the Participant’s Account and Grandfathered Amount. Transfers among deemed investments and changes in investment elections may be made only in accordance with the rules, procedures and limitations established by the
Company’s Employee Benefits Investment Committee. 
 6.2 ConAgra Stock. Notwithstanding Section 6.1, phantom shares of Company common
stock (“ConAgra Stock”) shall be an investment available for selection by Participants. If ConAgra Stock is selected by a Participant, then the number of shares of ConAgra Stock that equals the phantom shares credited under the Plan shall
be deposited in the trust described in Section 6.4 below. The ConAgra Stock may be acquired by the trust through the ConAgra Employee Flexible Bonus Payment Plan, the ConAgra 1995 Stock Plan, or any subsequent Stock Plan adopted by the Company
which allows for such. An account under the Plan (“Participant’s ConAgra Stock Account”) shall be established for the Participant for the number of shares of phantom ConAgra Stock to be credited to the Participant. 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 Compensation Deferral Contributions. Upon distribution to a Participant, amounts credited to 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 credited to the Participant’s Account. 
 6.3 Accounting. Separate accounting shall be
maintained for each Participant’s Account and Grandfathered Amounts. Each Participant’s Account and Grandfathered Amount shall be adjusted for Compensation Deferral Contributions and earnings and losses, to the extent applicable.

 6.4 Funding. The Company, by action of the HR Committee, may establish one or more “rabbi” trusts to hold ConAgra Stock acquired
pursuant to Section 6.2 above. 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. 
 ARTICLE VII 
 Administration 
 7.1 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; 
  

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 (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. 
 7.2 Claims. It is the intent of the Company that benefits payable under the Plan shall be
payable without the Participant having to complete or submit any claim forms. However, a Participant who believes he or she is entitled to a payment under the Plan may submit a claim for payments in writing to the Company. 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. 
 7.3 Claim Denials; Claim Appeals. If a claim for benefits under the Plan is denied, the Claimant shall be notified, in writing, within sixty (60) days
(forty-five (45) days in the case of a claim due to Participant’s Disability) 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) days (or within one hundred eighty (180) days in the case of a claim due to Participant’s Disability) 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 (or within forty-five (45) days in the case of a claim due to
Participant’s Disability) 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 (or within ninety (90) days in the case of a claim due to Participant’s Disability) 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. 
 7.4
Claims Limitations and Exhaustion. No claim shall be considered under these procedures unless it is filed with the Committee within one (1) year after the claimant knew (or reasonably should have known) of the principal facts on which
the claims is based. Every untimely claim shall be denied by the Committee without regard to the merits of the claim. No legal action (whether arising under ERISA Section 502 or ERISA Section 510 or under any other statute or non-statutory
law) may be brought by any claimant on any matter pertaining to this Plan unless the legal action is commenced in the proper forum before the earlier of: (i) two (2) years after the claimant knew (or reasonably should have known) of the
principal facts on which the claim is based, or (ii) ninety (90) days after the claimant has exhausted the procedures outlined in Section 7.3. Knowledge of all facts that a Participant knew (or reasonably should have known) shall be
imputed to each claimant who is or claims to be a beneficiary of the Participant (or otherwise claims to derive an entitlement by reference to a Participant) for the purpose of applying the one (1) year and two (2) year periods. The
exhaustion of the procedures outlined in Section 7.3 is mandatory for resolving every claim and dispute arising under this Plan. No claimant shall be permitted to commence any legal action relating to any such claim or dispute unless a timely
claim has been filed under the procedures outline in Section 7.3 and those procedures have been exhausted and in any legal action all explicit and implicit determinations by the Committee shall be afforded the maximum deference permitted by
law. 
 ARTICLE VIII 
 Amendment or
termination 
 8.1 Amendment or Termination. The HR Committee reserves the right to amend or terminate the Plan at its sole and absolute
discretion, except as provided below following the occurrence of a Change of Control Event. Any such amendment or 

  

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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. 
 8.2 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 later of the adoption or effective date of such amendment or termination, or materially modify any Grandfathered Amounts. Upon termination of the Plan, distribution of amounts
credited to the Account (which does not include Grandfathered Amounts) shall be made to the Participant or his or her Beneficiary in the manner and at the time described in Article IV of the Plan. The Participant’s Account and
Grandfathered Amounts will continue to share in earnings and losses until complete distribution of the Account. 
 ARTICLE IX

 409A COMPLIANCE 
 The Plan
was amended and restated as of January 1, 2005 for purposes of complying with the provisions of Code Section 409A and is amended and restated as of January 1, 2008 for purposes of complying with the provisions of Code
Section 409A and the final regulations promulgated thereunder, except as otherwise provided herein. 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. With respect to Grandfathered Amounts, this Plan shall be interpreted and administered
to prevent Code Section 409A from applying to Grandfathered Amounts; this shall include, but not be limited to, avoiding a material modification of the terms that were applicable to the Grandfathered Amounts on October 3, 2004. By
participating in this Plan, each Participant automatically releases the Company, its employees, the Board and each member of the Board from any liability due to any failure to follow the requirements of Code Section 409A or any guidance or
regulations thereunder, unless such failure was the result of an action or failure to act that was undertaken by the Company in bad faith. 
 ARTICLE X 
 General provisions 
  

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 10.1 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. 
 10.2 Board. The term
“Board” means the Company’s Board of Directors. 
 10.3 Code. The term “Code” means the Internal Revenue Code of 1986,
as amended from time to time. 
 10.4 Committee. The term “Committee” means the Company’s Employee Benefits Administrative
Committee. 
 10.5 Company. The term “Company” means ConAgra Foods, Inc., a Delaware corporation, or 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. 
 10.6 Effective Date. The original Plan was effective December 5, 1996, and was amended and restated effective January 1, 2005. This amendment and restatement is effective January 1, 2008, except to the extent
otherwise provided herein. 
 10.7 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. 
 10.8 ERISA. The Employee Retirement Income Security Act of 1974, as amended from
time to time. 
 10.9 HR Committee. The term “HR Committee” means the HR Committee of the Board. 
 10.10 Participant. The term “Participant” means any eligible employee covered by the Plan in accordance with the provisions of Article II.

 10.11 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. 
 10.12 Plan Year. The term “Plan Year” means the calendar year. 
 10.13 Valuation Date. The term “Valuation Date” means the last business day of each Plan Year and any other dates designated by the Committee in
its discretion. 
 10.14 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. 15 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. 
 10.16 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. 
 10.17 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 

  

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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. 
 10.18
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. 
 10.19 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. 
 10.20 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. 
 10.21 Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other
provision of the Plan, and the Plan shall be construed and enforced as if such provision had not been included herein. 
  

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