<SEC-DOCUMENT>0001299933-16-002560.txt : 20160531
<SEC-HEADER>0001299933-16-002560.hdr.sgml : 20160531
<ACCEPTANCE-DATETIME>20160531070936
ACCESSION NUMBER:		0001299933-16-002560
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20160527
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20160531
DATE AS OF CHANGE:		20160531

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONAGRA FOODS INC /DE/
		CENTRAL INDEX KEY:			0000023217
		STANDARD INDUSTRIAL CLASSIFICATION:	FOOD & KINDRED PRODUCTS [2000]
		IRS NUMBER:				470248710
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07275
		FILM NUMBER:		161683897

	BUSINESS ADDRESS:	
		STREET 1:		ONE CONAGRA DR
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68102
		BUSINESS PHONE:		4022404000

	MAIL ADDRESS:	
		STREET 1:		ONE CONAGRA DRIVE
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68102

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CONAGRA INC /DE/
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NEBRASKA CONSOLIDATED MILLS CO
		DATE OF NAME CHANGE:	19721201
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_53616.htm
<DESCRIPTION>LIVE FILING
<TEXT>
<!-- CoverPageHeader start -->
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> ConAgra Foods, Inc. (Form: 8-K) </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">
<A NAME="DOCUMENT_TOP">&nbsp;</A>
<P>
<!-- CoverPageHeader end --><!-- CoverPageTitle START -->
<A NAME="DOCUMENT_TOP">&nbsp;</A>
<HR NOSHADE>
<P>
<P ALIGN="CENTER">
<FONT SIZE="4">
		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
</FONT>
<BR>
<FONT SIZE="2">
	WASHINGTON, D.C. 20549
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="5">
	FORM 8-K
</FONT>
<FONT SIZE="2">

</FONT>
</P>
<P ALIGN="CENTER">
<FONT SIZE="3">
	CURRENT REPORT
</FONT>
</P>
<P ALIGN="CENTER">
<FONT SIZE="2">
	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
</FONT>
</P>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
<TD WIDTH="44%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Date of Report (Date of Earliest Event Reported):
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	May 27, 2016
</FONT>
</TD>
</TR>
</TABLE>
<BR>
</CENTER>
<!-- CoverPageTitle END --><!-- CoverPageRegistrant START -->
<P ALIGN="CENTER"><!-- -->
<FONT SIZE="6">
	ConAgra Foods, Inc.
</FONT>
<FONT SIZE="2">
<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
</FONT>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="33%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="33%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Delaware
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	1-7275
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	47-0248710
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________________<BR>
	(State or other jurisdiction
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________<BR>
	(Commission
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
______________<BR>
	(I.R.S. Employer
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	of incorporation)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	File Number)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Identification No.)
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	One ConAgra Drive, Omaha, Nebraska
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	68102
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_________________________________<BR>
	(Address of principal executive offices)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
___________<BR>
	(Zip Code)
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">

<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
<TD WIDTH="44%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Registrant&#146;s telephone number, including area code:
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	402-240-4000
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<P ALIGN="CENTER">
<FONT SIZE="2">
	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="2">
	&nbsp;
</FONT>
<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
</P>
<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
</P></FONT><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><!-- Item START -->
<P ALIGN="LEFT">
<FONT SIZE="2">
<B>
	Item 1.01 Entry into a Material Definitive Agreement.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
On May 27, 2016, ConAgra Foods, Inc. (the "Company") and JANA Partners LLC ("JANA") agreed to amend and restate their existing Cooperation Agreement, dated July 8, 2015 (as so amended and restated, the "Agreement").<br><br>Pursuant to the Agreement, the Company has agreed that, subject to the conditions set forth therein, the board of directors of the Company (the "Board") will nominate Bradley A. Alford and Timothy R. McLevish (the "JANA Designees") for election to the Board at the Company&#x2019;s 2016 annual meeting of stockholders.<br><br>The Agreement provides, among other things, that each of Mr. Alford and Mr. McLevish must, at all times while serving as a member of the Board, comply with all policies applicable to the Company&#x2019;s non-employee directors.  In addition, each of Mr. Alford and Mr. McLevish have provided to the Company an irrevocable resignation letter from the Board that will be effective at such time as JANA commits a material breach of the Agreement, which breach, if capable of being cured, is not cured within 15 days after receipt by JANA of written notice from the Company.   <br><br>If either or both of Mr. Alford or Mr. McLevish resigns, refuses to or cannot serve (due to death or disability) as a director of the Company during the Standstill Period (as defined below) and JANA or a JANA affiliate is then a stockholder of the Company, then JANA may designate a replacement designee.  Any such replacement designee must, among other matters, (1) be independent of JANA and JANA&#x2019;s affiliates, (2) be reasonably acceptable to the Company and (3) qualify as an independent director under Section 303A of the New York Stock Exchange&#x2019;s Listed Company Manual (the "NYSE Listed Company Manual"). <br><br>JANA has agreed to various standstill provisions in the Agreement.  For the duration of the Standstill Period, JANA has agreed, among other things, that it will not:<br><br>1.  in any way participate in any "solicitation" of proxies, or advise, encourage or influence any person with respect to the voting of any securities of the Company for the election of directors or approval of any stockholder proposals&#x037E; <br><br>2.  acquire any ownership interest of 9.9% or more of the Company&#x2019;s common stock outstanding at such time&#x037E;<br><br>3.  sell securities of the Company to a third party that would result in such third party, together with its affiliates, owning more than 4.9% of the Company&#x2019;s common stock outstanding at such time&#x037E; or<br><br>4.  effect any tender or exchange offer, merger, consolidation, acquisition, recapitalization, reorganization, sale or acquisition of material assets or other extraordinary transaction involving the Company.<br><br>JANA has also agreed that, during the Standstill Period, it will cause the shares of common stock of the Company owned by it or any of its affiliates to be voted in favor of the re-election of all directors who are members of the Board as of May 27, 2016.  It will also vote such shares in accordance with the Board&#x2019;s recommendations on all other matters, except with respect to proposals relating to (x) an extraordinary transaction, (y) the implementation of takeover defenses or (z) new or amended incentive compensation plans.<br><br>JANA and the Company have each agreed, subject to certain exceptions for statements of objective facts, that during the Standstill Period, neither will make or cause to be made any public statement or announcement that constitutes an ad hominem attack on, or otherwise disparages, defames or slanders the other party or affiliates thereof or any of its officers, directors or employees.<br><br>In addition, the Company has agreed that until the end of the Standstill Period, it will not increase the size of the Board, or fill any vacancies on the Board, if doing so would result in the Board having more than 12 members.<br><br>The "Standstill Period" means the period commencing on July 8, 2015 and terminating on the date that is the earlier of a material breach by the Company of the Agreement that is not cured within 15 days after receipt by the Company of written notice from JANA and the "Standstill Date."  The "Standstill Date" is the date that is 30 days prior to the expiration of the Company&#x2019;s advance notice period for the nomination of directors at the Company&#x2019;s 2017 annual meeting of stockholders (the "2017 Annual Meeting").  However, if the JANA Designees (or any other representative of JANA or any JANA affiliate) are included on the Board&#x2019;s nomination slate at the 2017 Annual Meeting, and JANA and the JANA Designees have agreed in advance to such inclusion, or they are included (and JANA and the JANA Designees have agreed in advance to such inclusion) for any annual meeting of stockholders of the Company subsequent thereto (each such meeting, an "Applicable Meeting"), the Standstill Date becomes the date that is 30 days prior to the expiration of the Company&#x2019;s advance notice period for the nomination of directors at the next annual meeting of stockholders of the Company following the Applicable Meeting.<br><br>In addition, the Company agreed that if, at any time prior to the expiration of the Standstill Period, the Company pursues the separation of all or any portion of its potato business and/or its Lamb Weston Unit by means of distributing shares of a new publicly-traded company, which company&#x2019;s shares are authorized for listing on a national securities exchange ("NewCo") to existing Company stockholders or any other transaction pursuant to which existing Company stockholders will hold 80% or more of NewCo (any such transaction, a "NewCo Spinoff"), the Company will, prior to or substantially contemporaneously with the consummation of such transaction, designate two individuals to join the board of directors of NewCo (the "NewCo Board") who will be permitted to remain on the NewCo Board at the time such transaction is consummated, and each of whom shall (A) be independent of JANA and the JANA&#x2019;s affiliates, (B) be mutually agreed by the Company and JANA and (C) qualify as an independent director of NewCo under Section 303A of the NYSE Listed Company Manual.  <br><br>In the event of a NewCo Spinoff, the Company will cause NewCo to be incorporated in Delaware and NewCo&#x2019;s certificate of incorporation and by-laws to provide, as of the effective date of the NewCo Spinoff, for corporate governance provisions (including with respect to the annual election of directors) that are substantially similar to those set forth in the Company&#x2019;s certificate of incorporation and by-laws.<br><br>The Agreement will terminate upon the expiration of the Standstill Period.  The Company&#x2019;s obligations under the Agreement will terminate earlier if, among other things, JANA commits a material breach of the Agreement, which breach, if capable of being cured, is not cured within 15 days after receipt by JANA of written notice from the Company.  <br><br>The foregoing summary of the Agreement is not complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.<br>
</FONT>
</P>
<!-- Item END -->
<BR><BR><BR><BR><!-- Item START -->
<P ALIGN="LEFT">
<FONT SIZE="2">
<B>
	Item 9.01 Financial Statements and Exhibits.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
99.1	Amended and Restated Cooperation Agreement, dated as of May 27, 2016, between JANA Partners LLC and ConAgra Foods, Inc.
</FONT>
</P>
<!-- Item END -->
<BR><BR><BR><BR><P ALIGN="LEFT" STYLE="FONT-SIZE: 10PT"></P><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><!-- SignatureHeader START -->
<P ALIGN="CENTER">
<FONT SIZE="2">
<B>
	SIGNATURES
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
</FONT>
</P>
<!-- SignatureHeader END --><!-- Signature START -->
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="19%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="3%">
	&nbsp;
</TD>
<TD WIDTH="1%">
	&nbsp;
</TD>
<TD WIDTH="43%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD COLSPAN="3" VALIGN="TOP" ALIGN="LEFT">
<FONT SIZE="2">
	ConAgra Foods, Inc.
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
<I>
	May 31, 2016
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	By:
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Colleen Batcheler
</I>
<BR>
</FONT>
</TD>
</TR>
<TR>
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<HR SIZE="1" NOSHADE>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Name: Colleen Batcheler
</I>
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Title: EVP, General Counsel & Corporate Secretary
</I>
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<!-- Signature END --><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><P ALIGN="CENTER">
<FONT SIZE="2">
	Exhibit&nbsp;Index
</FONT>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="60%">
<TR VALIGN="BOTTOM">
<TD WIDTH="8%">
	&nbsp;
</TD>
<TD WIDTH="15%">
	&nbsp;
</TD>
<TD WIDTH="77%">
	&nbsp;
</TD>
</TR>

<BR>
<TR VALIGN="BOTTOM">
<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Exhibit No.
</B>
</FONT>
</TD>
<TD>
<FONT SIZE="1">
	&nbsp;
</FONT>
</TD>
<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Description
</B>
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD NOWRAP ALIGN="CENTER">
<HR SIZE="1" NOSHADE>
</TD>
<TD>
<FONT SIZE="1">
	&nbsp;
</FONT>
</TD>
<TD NOWRAP ALIGN="CENTER">
<HR ALIGN="LEFT" SIZE="1" WIDTH="88%" NOSHADE>
</TD>
</TR>





<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	99.1
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Amended and Restated Cooperation Agreement, dated as of May 27, 2016, between JANA Partners LLC and ConAgra Foods, Inc.
</FONT>
</TD>
</TR></TABLE></CENTER><!-- HTMLFooter START -->
</BODY>
</HTML>
<!-- HTMLFooter END -->
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-99.1
<TEXT>
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> EX-99.1 </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">

<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>Exhibit&nbsp;99.1</B></FONT>



<P align="center" style="font-size: 12pt"><B>AMENDED AND RESTATED COOPERATION AGREEMENT</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">This Amended and Restated Cooperation Agreement (this &#147;<B>Agreement</B>&#148;) dated as of May&nbsp;27, 2016 is
by and between JANA Partners LLC (&#147;<B>JANA</B>&#148;) and ConAgra Foods, Inc. (the &#147;<B>Company</B>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, JANA has informed the Company that it beneficially owns 27,388,351 shares of the
common stock, par value $5.00 per share, of the Company (the &#147;<B>Common Stock</B>&#148;), which represents
approximately 6.3% of the issued and outstanding shares of Common Stock; and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company and JANA previously entered into a Cooperation Agreement (the &#147;<B>Original
Agreement</B>&#148;) dated July&nbsp;8, 2015, pursuant to which Bradley A. Alford and Timothy R. McLevish (the
&#147;<B>JANA Designees</B>&#148;) were appointed to the Company&#146;s Board of Directors (the &#147;<B>Board</B>&#148;), which they both
now wish to amend and restate.


<P align="left" style="font-size: 12pt; text-indent: 4%">NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 5%">1.&nbsp;<U>Nomination of JANA Designees and Appointment of JANA NewCo Designees</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;The Company agrees that in accordance with the Company&#146;s certificate of incorporation and
by-laws and Delaware law, the Board shall include the JANA Designees (other than in the case of the
refusal or inability of any such person to serve, in which case the Board shall include his
substitute chosen in accordance with Section&nbsp;1(d)) as a nominee to the Board on the slate of
nominees recommended by the Board in the Company&#146;s proxy statement and on its proxy card relating
to the Company&#146;s 2016 Annual Meeting of Stockholders (the &#147;<B>2016 Annual Meeting</B>&#148;) and shall use its
reasonable best efforts (which shall include the solicitation of proxies) to obtain the election of
the JANA Designees at the 2016 Annual Meeting (it being understood that such efforts shall not be
less than the efforts used by the Company to obtain the election of any other independent director
nominee nominated by it to serve as a director at the 2016 Annual Meeting).


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;As a condition to each JANA Designee&#146;s nomination for election as a director of the
Company at the 2016 Annual Meeting, the JANA Designees shall provide to the Company completed D&O
Questionnaires in the form provided to JANA by the Company prior to the execution of this Agreement
and executed irrevocable resignations as director in the form attached hereto as <U>Exhibit&nbsp;A</U>
(the &#147;<B>Revised Irrevocable Resignation Letter</B>&#148;). As a further condition to the JANA Designees&#146;
nomination for election as a director of the Company at the 2016 Annual Meeting, the JANA Designees
shall, as promptly as practicable upon request of the Company, provide (i)&nbsp;executed consents from
the JANA Designees to be named as a nominee in the Company&#146;s proxy statement for the 2016 Annual
Meeting, and to serve as a director if so elected, in the form provided to JANA by the Company
prior to the execution of this Agreement, (ii)&nbsp;any information required to be or customarily
disclosed for all applicable directors, candidates for directors, and their affiliates and
representatives in a proxy statement or other filings under applicable law or stock exchange rules
or listing standards, (iii)&nbsp;information in connection with assessing eligibility, independence and
other criteria applicable to all applicable directors or satisfying compliance and legal
obligations, and (iv)&nbsp;such other information as reasonably requested by the Company from time to
time with respect to JANA or the JANA Designees.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;At all times while serving as a member of the Board, the JANA Designees shall comply with
all policies, procedures, processes, codes, rules, standards and guidelines applicable to all
non-employee Board members, including the Company&#146;s Corporate Governance Principles, Position
Description of the Independent Chairman of ConAgra Foods, ConAgra Foods Code of Conduct, Insider
Trading Policy for Non-Employee Directors, Insider Trading Agreement for Non-Employee Directors,
Related Party Transactions Policy, Director Resignation Policy (as specified in the Company&#146;s
Amended and Restated Bylaws), and Non-Employee Director Stock Ownership Guidelines, provided that
no provision of any such document shall be deemed to be violated by the performance of the
Nomination Agreement between JANA and Brad Alford dated on or about July&nbsp;8, 2015 or by any
communication permitted by this Agreement pursuant to the last sentence of Section&nbsp;3(a).


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;If, during the Standstill Period (as defined below), either JANA Designee or both JANA
Designees, resign (including by reason of a change in principal business occupation or position or
service on additional boards), or refuse to serve, or either JANA Designee or both JANA Designees
are unable to serve due to death or disability, in each case <I>provided </I>that each such JANA Designee
is otherwise then entitled to be appointed or serve, as applicable, as a director of the Company
pursuant to this Agreement and JANA or a JANA Affiliate is then a stockholder of the Company, then
JANA shall be entitled to designate a replacement director or directors, as applicable, who shall
(A)&nbsp;be independent of JANA and the JANA Affiliates, (B)&nbsp;be reasonably acceptable to the Company,
(C)&nbsp;qualify as an independent director of the Company under Section&nbsp;303A of the New York Stock
Exchange&#146;s Listed Company Manual, and (D)&nbsp;provide the items required to be provided by the
Designees pursuant to Section&nbsp;1(b), and thereafter such individual or individuals, as applicable,
shall be considered to be a &#147;JANA Designee&#148; or &#147;JANA Designees&#148;, as the case may be, under this
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;Notwithstanding anything to the contrary in this Agreement, the Company&#146;s obligations
hereunder shall terminate immediately, and, if the JANA Designees have joined the Board, such JANA
Designees shall promptly offer to resign from the Board and any committee thereof (and, if
requested by the Company, promptly deliver their written resignations to the Board (which shall
provide for their immediate resignations) it being understood that it shall be in the Board&#146;s sole
discretion whether to accept or reject such resignations), and the Company shall have no further
obligation with respect to the JANA Designees under this Section&nbsp;1 or Section&nbsp;2, if JANA otherwise
ceases to comply with or breaches any of the terms of this Agreement in any material respect and,
if capable of being cured, such material breach or failure has not been cured within 15&nbsp;days after
receipt by JANA of written notice from the Company specifying such material breach or failure, or,
if executed, the Confidentiality Agreement (as defined below) in any material respect. In
furtherance of this Section&nbsp;1(e), each JANA Designee has, concurrently with the execution of this
Agreement, executed the Revised Irrevocable Resignation Letter and delivered it to the Company.
The Company agrees that, provided it has received the Revised Irrevocable Resignation Letters, it
shall not accept any resignation offered pursuant to the irrevocable resignations executed pursuant
to the Original Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;Until the end of the Standstill Period, the Company shall not increase the size of the
Board or fill any vacancies if doing so would result in the Board having a number of members in
excess of 12.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;If the Board has not already done so, the Board shall appoint at least one JANA Designee
selected by JANA to any committee of the Board, that is currently, or at any point during the
Standstill Period is, designated to review or oversee strategic alternatives for the Company
(including but not limited to the possible disposition of the Company&#146;s private-label business) and
shall provide the JANA Designees the same opportunity as all other members of the Board to
participate in the deliberations of the Board regarding significant matters in connection with such
strategic alternatives including, if applicable, the use of proceeds from any strategic
transaction.


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;If so requested by JANA and if the Board has not already done so, the Board shall appoint
at least one JANA Designee selected by JANA to any two of the Nominating Committee, the Human
Resources Committee, or the Audit/Finance Committee, subject in each case to the agreement of the
applicable JANA Designee and the qualification requirements of each applicable committee.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;If at any time prior to the expiration of the Standstill Period, the Company pursues the
separation of all or any portion of its potato business and/or its Lamb Weston Unit by means of
distributing shares of a new publicly-traded company, which company&#146;s shares are authorized for
listing on a national securities exchange (&#147;<B>NewCo</B>&#148;) to existing Company shareholders or any other
transaction pursuant to which existing Company shareholders will hold eighty percent (80%) or more
of NewCo (any such transaction, a &#147;<B>NewCo Spinoff</B>&#148;), the Company shall prior to or substantially
contemporaneously with the consummation of such transaction designate two individuals (the &#147;<B>JANA
NewCo Designees</B>&#148;) to join the Board of Directors of NewCo (the &#147;<B>NewCo Board</B>&#148;) who will be permitted
to remain on the NewCo Board at the time such transaction is consummated, and each of whom shall
(A)&nbsp;be independent of JANA and the JANA Affiliates, (B)&nbsp;be mutually agreed by the Company and JANA,
(C)&nbsp;qualify as an independent director of NewCo under Section&nbsp;303A of the New York Stock Exchange&#146;s
Listed Company Manual, and (D)&nbsp;provide the items required to be provided by the other directors of
NewCo.


<P align="left" style="font-size: 12pt; text-indent: 8%">(j)&nbsp;JANA acknowledges that (i)&nbsp;the JANA Designees shall have all of the rights and
obligations, including fiduciary duties to the Company and its stockholders, of a director under
applicable law and the Company&#146;s organizational documents while such JANA Designees are serving on
the Board and (ii)&nbsp;the JANA NewCo Designees, if appointed pursuant to this Agreement, shall have
all of the rights and obligations, including fiduciary duties to NewCo and its stockholders, of a
director under applicable law and NewCo&#146;s organizational documents while such JANA NewCo Designees
are serving on the NewCo Board.


<P align="left" style="font-size: 12pt; text-indent: 5%">2.&nbsp;<U>NewCo Governance</U>. In the event of a NewCo Spinoff, the Company will cause NewCo to
be incorporated in Delaware and for NewCo&#146;s certificate of incorporation and bylaws to provide, as
of the effective date of the NewCo Spinoff, for corporate governance provisions (including with
respect to the annual election of directors) that are substantially similar to those set forth in
the Company&#146;s certificate of incorporation and bylaws.


<P align="left" style="font-size: 12pt; text-indent: 5%">3.&nbsp;<U>Standstill</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;JANA agrees that, during the Standstill Period (as defined below), (unless specifically
requested in writing by the Company, acting through a resolution of a majority of the Company&#146;s
directors not including the JANA Designees), it shall not, and shall cause each of its Affiliates
or Associates (as such terms are defined in Rule&nbsp;12b-2 promulgated by the Securities and Exchange
Commission (&#147;<B>SEC</B>&#148;) under the Exchange Act of 1934 (the &#147;<B>Exchange Act</B>&#148;) provided that the term
&#147;Associates&#148; in such definition shall be deemed to be preceded by the word &#147;controlled&#148;)
(collectively (with JANA) and individually, the &#147;<B>JANA Affiliates</B>&#148;), not to, directly or indirectly,
in any manner, alone or in concert with others:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 5%">(i)&nbsp;make, engage in, or in any way participate in, directly or indirectly, any
&#147;solicitation&#148; of &#147;proxies&#148; (as such terms are used in the proxy rules of the SEC
but without regard to the exclusion set forth in Rule&nbsp;14a&#173;1(l)(2)(iv) of the
Exchange Act) or consents to vote or advise, encourage or influence any person
other than any JANA Affiliate with respect to the voting of any securities of the
Company or any securities convertible or exchangeable into or exercisable for any
such securities (collectively, &#147;<B>securities of the Company</B>&#148;) for the election of
individuals to the Board or to approve stockholder proposals, or become a
&#147;participant&#148; in any contested &#147;solicitation&#148; for the election of directors with
respect to the Company (as such terms are defined or used under the Exchange Act),
other than a &#147;solicitation&#148; or acting as a &#147;participant&#148; in support of all of the
nominees of the Board at any stockholder meeting or voting its shares at any such
meeting in its sole discretion (subject to compliance with this Agreement), or make
or be the proponent of any stockholder proposal (pursuant to Rule&nbsp;14a-8 under the
Exchange Act or otherwise), except in all cases as expressly permitted by this
Agreement;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 5%">(ii)&nbsp;form, join, encourage, influence, advise or in any way participate in any
&#147;group&#148; (as such term is defined in Section&nbsp;13(d)(3) of the Exchange Act) with any
persons (excluding, for the avoidance of doubt, any group composed solely of JANA
and JANA Affiliates) with respect to any securities of the Company or otherwise in
any manner agree, attempt, seek or propose to deposit any securities of the Company
in any voting trust or similar arrangement, or subject any securities of the
Company to any arrangement or agreement with respect to the voting thereof
(including by granting any proxy, consent or other authority to vote), except as
expressly set forth in this Agreement;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 5%">(iii)&nbsp;acquire, offer or propose to acquire, or agree to acquire, directly or
indirectly, whether by purchase, tender or exchange offer, through the acquisition
of control of another person, by joining a partnership, limited partnership,
syndicate or other group, through swap or hedging transactions or otherwise, any
securities of the Company or any rights decoupled from the underlying securities of
the Company that would result in JANA (together with the JANA Affiliates) owning,
controlling or otherwise having any beneficial or other ownership interest in 9.9%
or more of the Common Stock outstanding at such time; <I>provided</I>, that, nothing
herein will require Common Stock to be sold to the extent that JANA and the JANA
Affiliates, collectively, exceed the ownership limit under this clause (iii)&nbsp;as the
result of a share repurchase or similar Company action that reduces the number of
outstanding shares of Common Stock;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 5%">(iv)&nbsp;other than in Rule&nbsp;144 open market broker sale transactions where the
identity of the purchaser is not known and in underwritten widely dispersed public
offerings, sell, offer or agree to sell directly or indirectly, through swap or
hedging transactions or otherwise, the securities of the Company or any rights
decoupled from the underlying securities of the Company held by JANA or any JANA
Affiliate to any person or entity not a party to this Agreement (a &#147;<B>Third Party</B>&#148;)
that, to JANA&#146;s or the JANA Affiliate&#146;s knowledge (after due inquiry in connection
with a private, non-open market transaction, it being understood that such
knowledge shall be deemed to exist with respect to any publicly available
information, including information in documents filed with the SEC), would result
in such Third Party, together with its affiliates and associates, owning,
controlling or otherwise having any beneficial or other ownership interest in the
aggregate of more than 4.9% of the shares of Common Stock outstanding at such time
or would increase the beneficial or other ownership interest of any Third Party
who, together with its affiliates and associates, has a beneficial or other
ownership interest in the aggregate of more than 4.9% of the shares of Common Stock
outstanding at such time;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 5%">(v)&nbsp;effect or seek to effect, offer or propose to effect, cause or participate
in, or in any way assist or facilitate any other person to effect or seek, offer or
propose to effect or participate in, any tender or exchange offer, merger,
consolidation, acquisition, scheme, arrangement, business combination,
recapitalization, reorganization, sale or acquisition of material assets,
liquidation, dissolution or other extraordinary transaction involving the Company
or any of its subsidiaries or joint ventures or any of their respective securities
or a material amount of any of their respective assets or businesses (each, an
&#147;<B>Extraordinary Transaction</B>&#148;), or encourage, initiate or support any other third
party in any such activity; <I>provided</I>, <I>however</I>, that this clause (v)&nbsp;shall not
preclude the tender (or action not to tender) by JANA or a JANA Affiliate of any
securities of the Company into any tender or exchange offer or vote for or against
any transaction by JANA or a JANA Affiliate of any securities of the Company with
respect to any Extraordinary Transaction;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 5%">(vi)&nbsp;engage in any short sale or any purchase, sale or grant of any option,
warrant, convertible security, stock appreciation right, or other similar right
(including any put or call option or &#147;swap&#148; transaction with respect to any
security (other than a broad based market basket or index)) that includes, relates
to or derives any significant part of its value from a decline in the market price
or value of the securities of the Company;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 5%">(vii)&nbsp;call or request the calling of any meeting of stockholders, including by
written consent, seek representation on, or nominate any candidate to, the Board,
except as set forth herein, seek the removal of any member of the Board, solicit
consents from stockholders or otherwise act or seek to act by written consent,
conduct a referendum of stockholders, present at any annual meeting or any special
meeting of the Company&#146;s stockholders, or make a request for any stockholder list
or other Company books and records, whether pursuant to Section&nbsp;220 of the DGCL or
otherwise;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 5%">(viii)&nbsp;except as set forth herein, take any action in support of or make any
proposal or request that constitutes: controlling, changing or influencing the
Board or management of the Company, including any plans or proposals to change the
number or term of directors or to fill any vacancies on the Board; any material
change in the capitalization, stock repurchase programs and practices, capital
allocation programs and practices or dividend policy of the Company; any other
material change in the Company&#146;s management, business or corporate structure;
seeking to have the Company waive or make amendments or modifications to the
Company&#146;s certificate of incorporation or the by-laws, or other actions, that may
impede or facilitate the acquisition of control of the Company by any person;
causing a class of securities of the Company to be delisted from, or to cease to be
authorized to be quoted on, any securities exchange; or causing a class of
securities of the Company to become eligible for termination of registration
pursuant to Section&nbsp;12(g)(4) of the Exchange Act;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 5%">(ix)&nbsp;make or cause to be made, or in any way encourage any other person to
make or cause to be made, any public statement or announcement, including in any
document or report filed with or furnished to the SEC or through the press, media,
analysts or other persons, that constitutes an <I>ad hominem </I>attack on, or otherwise
disparages, defames or slanders the Company or Affiliates thereof or any of their
respective current or former officers, directors or employees, <I>provided </I>that JANA
will, subject to the Confidentiality Agreement if executed, be permitted to make
objective statements that reflect JANA&#146;s view, as a shareholder, with respect to
factual matters concerning specific acts or determinations of the Company occurring
after the date of this Agreement;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 5%">(x)&nbsp;make any public disclosure, announcement or statement regarding any
intent, purpose, plan or proposal with respect to the Board, the Company, its
management, policies or affairs, any of its securities or assets or this Agreement
that is inconsistent with the provisions of this Agreement;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 5%">(xi)&nbsp;enter into any discussions, negotiations, agreements or understandings
with any Third Party to take any action with respect to any of the foregoing, or
advise, assist, knowingly encourage or seek to persuade any Third Party to take any
action or make any statement with respect to any of the foregoing, or otherwise
take or cause any action or make any statement inconsistent with any of the
foregoing;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 5%">(xii)&nbsp;institute, solicit, assist or join, as a party, any litigation,
arbitration or other proceedings against or involving the Company or any of its
current or former directors or officers (including derivative actions), other than
an action to enforce the provisions of this Agreement instituted in accordance with
and subject to Section&nbsp;9; or



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 5%">(xiii)&nbsp;request, directly or indirectly, any amendment or waiver of the
foregoing.


<P align="left" style="font-size: 12pt">The foregoing provisions of this Section 3(a) shall not be deemed to prohibit (and the documents
referenced in Section 1(c) including Section&nbsp;19 of the Company&#146;s Corporate Governance Principles
shall not prohibit) JANA or its directors, officers, partners, employees, members or agents (acting
in such capacity) (&#147;<B>Representatives</B>&#148;) from communicating privately regarding or privately
advocating for or against any of the matters described in this Section 3(a) with, or from privately
requesting a waiver of any of the foregoing provisions of this Section 3(a) from, the Company&#146;s
directors or officers, so long as such communications or requests are in accordance with the
Confidentiality Agreement, if executed, and are not intended to, and would not reasonably be
expected to, require any public disclosure of such communications or requests.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The Company agrees that, during the Standstill Period it shall not, and shall cause each
of its Affiliates or Associates (as such terms are defined in Rule&nbsp;12b-2 promulgated by the SEC
under the Exchange Act provided that the term &#147;Associates&#148; in such definition shall be deemed to be
preceded by the word &#147;controlled&#148;), not to, directly or indirectly, in any manner, alone or in
concert with others, make or cause to be made, or in any way encourage any other person to make or
cause to be made, any public statement or announcement, including in any document or report filed
with or furnished to the SEC or through the press, media, analysts or other persons, that
constitutes an <I>ad hominem </I>attack on, or otherwise disparages, defames or slanders JANA or the JANA
Affiliates or any of their respective current or former Representatives, <I>provided </I>that the Company
will be permitted to make objective statements that reflect the Company&#146;s view with respect to
factual matters concerning specific acts or determinations of JANA occurring after the date of this
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;For purposes of this Agreement the terms &#147;<B>person</B>&#148; or &#147;<B>persons</B>&#148; shall mean any individual,
corporation (including not-for-profit), general or limited partnership, limited liability or
unlimited liability company, joint venture, estate, trust, association, organization or other
entity of any kind or nature.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;For purposes of this Agreement the term &#147;<B>Standstill Period</B>&#148; means the period commencing on
the date of the Original Agreement and ending on the date that is the earlier of (A)&nbsp;the latest of
(x)&nbsp;the date that is 30&nbsp;days prior to the expiration of the Company&#146;s advance notice period for the
nomination of directors at the 2017 annual meeting of stockholders of the Company and (y)&nbsp;if the
JANA Designees (or any other representative of JANA or any JANA Affiliate) are included, and JANA
and the JANA Designees have agreed in advance to such inclusion, on the Company&#146;s slate of director
nominees for the 2017 annual meeting of stockholders of the Company or for any annual meeting of
stockholders of the Company subsequent thereto (each, an &#147;<B>Applicable Meeting</B>&#148;), the date that is 30
days prior to the expiration of the Company&#146;s advance notice period for the nomination of directors
at the next annual meeting of stockholders of the Company following the Applicable Meeting; and (B)
a material breach by the Company of its obligations under this Agreement which is not cured within
15&nbsp;days after receipt by the Company of written notice from JANA specifying the material breach.
Notwithstanding anything to the contrary in this Section&nbsp;3(d), the Company agrees that for so long
as the JANA Designees are on the Board, the Board shall promptly notify JANA in writing of any
decision not to nominate the JANA Designees for election at any Applicable Meeting (which written
notice, if any, shall be delivered no later than forty-five (45)&nbsp;days prior to the expiration of
the Company&#146;s advance notice period for the nomination of directors at such upcoming annual
meeting).


<P align="left" style="font-size: 12pt; text-indent: 5%">4.&nbsp;<U>Voting Agreement</U>. During the Standstill Period, JANA shall cause all shares of
Common Stock beneficially owned, directly or indirectly, by it, or by any JANA Affiliate, to be
present for quorum purposes and to be voted, at any annual or special meeting of stockholders (and
at any adjournments or postponements thereof), and further agrees that at such meetings it and they
shall vote in favor of all current directors as of the date of this Agreement nominated by the
Board for election at such meetings and further agrees that at such meetings it and they shall vote
in accordance with the Board&#146;s recommendations with respect to any other proposal or business that
may be the subject of stockholder action at such meetings; <I>provided</I>, <I>however</I>, that, notwithstanding
anything herein to the contrary, with respect to (a)&nbsp;a proposal related to an Extraordinary
Transaction, (b)&nbsp;matters related to the implementation of takeover defenses, or (c)&nbsp;new or amended
incentive compensation plans submitted for shareholder approval, JANA and the JANA Affiliates may
vote their shares of Common Stock beneficially owned, directly or indirectly, in the sole
discretion of JANA or the JANA Affiliate, as applicable.


<P align="left" style="font-size: 12pt; text-indent: 5%">5.&nbsp;<U>Representations of the Company</U>. The Company represents and warrants to JANA as
follows: the Company has the power and authority to execute, deliver and carry out the terms and
provisions of this Agreement and to consummate the transactions contemplated hereby; and this
Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes
a valid and binding obligation and agreement of the Company and is enforceable against the Company
in accordance with its terms.


<P align="left" style="font-size: 12pt; text-indent: 5%">6.&nbsp;<U>Representations of JANA</U>. JANA represents and warrants to the Company as follows:
JANA is duly organized, validly existing and in good standing under the laws of its jurisdiction of
organization and has the requisite power and authority to execute, deliver and carry out the terms
and provisions of this Agreement and to consummate the transactions contemplated hereby; this
Agreement has been duly and validly authorized, executed and delivered by JANA, constitutes a valid
and binding obligation and agreement of JANA and is enforceable against JANA in accordance with its
terms; and JANA, together with the JANA Affiliates, beneficially own, directly or indirectly, an
aggregate of (i)&nbsp;21,388,351 shares of Common Stock and (ii)&nbsp;options entitling JANA or such JANA
Affiliates to acquire 6,000,000 shares of the Common Stock, and such shares of the Common Stock and
options constitute, respectively, all of the Common Stock and options beneficially owned by JANA
and the JANA Affiliates or in which JANA or the JANA Affiliates have any interest or right to
acquire or vote, whether through derivative securities, voting agreements or otherwise.


<P align="left" style="font-size: 12pt; text-indent: 5%">7.&nbsp;<U>Public Announcement</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;The Company shall promptly prepare and file a Form 8-K (the &#147;<B>Form&nbsp;8-K</B>&#148;) reporting entry
into this Agreement and appending or incorporating by reference this Agreement as exhibits thereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;JANA shall promptly, but no earlier than 9:00 a.m., New York City time, on May&nbsp;31, 2016,
prepare and file an amendment (the &#147;<B>13D Amendment</B>&#148;) to its Schedule&nbsp;13D with respect to the Company
filed with the SEC on June&nbsp;18, 2015 reporting the entry into this Agreement and amending the
applicable items to conform to the obligations hereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;The 13D Amendment will be consistent with the terms of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;None of JANA, the JANA Affiliates or the JANA Designees shall issue a press release in
connection with this Agreement or the actions contemplated hereby.


<P align="left" style="font-size: 12pt; text-indent: 5%">8.&nbsp;<U>Confidentiality Agreement</U>. The parties hereby agree that, notwithstanding any
other provision of this Agreement to the contrary, if so requested by either party and agreed to by
the other, JANA may be provided confidential information in accordance with and subject to the
terms of a confidentiality agreement in a form to be agreed between the parties (the
&#147;<U>Confidentiality Agreement</U>&#148;). JANA acknowledges and agrees that (a)&nbsp;until such time as the
Confidentiality Agreement becomes effective, neither JANA nor any of the JANA Affiliates will
request to receive (other as set forth in the previous sentence in connection with a request to
enter into the Confidentiality Agreement), or knowingly and willingly accept, any confidential
information concerning the Company, its subsidiaries or their respective businesses and (b)
non-public materials provided to the Board and communications relating thereto shall be deemed
confidential information.


<P align="left" style="font-size: 12pt; text-indent: 5%">9.&nbsp;<U>Miscellaneous</U>. The parties agree that irreparable damage would occur in the event
any of the provisions of this Agreement were not performed in accordance with the terms hereof and
that such damage would not be adequately compensable in monetary damages. Accordingly, the parties
hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement, to
enforce specifically the terms and provisions of this Agreement exclusively in the Court of
Chancery of the State of Delaware or, if such court shall not have jurisdiction, any state or
federal court sitting in the State of Delaware, and to require the resignation of the JANA
Designees from the Board following a material breach by such JANA Designee and/or JANA of its or
their respective obligations (assuming for this purpose that the JANA Designees are party to this
Agreement) if such material breach, if capable of being cured, has not been cured within 15&nbsp;days
after receipt by JANA of written notice from the Company specifying such material breach, in
addition to any other remedies at law or in equity, and each party agrees it will not take any
action, directly or indirectly, in opposition to another party seeking or obtaining such relief.
Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the
case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of
the parties hereto consents to submit itself to the personal jurisdiction of the Court of Chancery
of the State of Delaware and the federal and other state courts sitting in the State of Delaware in
the event any dispute arises out of this Agreement or the transactions contemplated by this
Agreement, agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion
or other request for leave from any such court, agrees that it shall not bring any action relating
to this Agreement or the transactions contemplated by this Agreement in any court other than such
federal or state courts of the State of Delaware, and each of the parties irrevocably waives the
right to trial by jury, and each of the parties irrevocably consents to service of process by a
reputable overnight mail delivery service, signature requested, to the address set forth in Section
12 hereof or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL
RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT
TO ANY CONFLICT OR CHOICE OF LAW PRINCIPLES THAT MAY RESULT IN THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION.


<P align="left" style="font-size: 12pt; text-indent: 5%">10.&nbsp;<U>Expenses</U>. All attorneys&#146; fees, costs and expenses incurred in connection with
this Agreement and all matters related hereto will be paid by the party incurring such fees, costs
or expenses.


<P align="left" style="font-size: 12pt; text-indent: 5%">11.&nbsp;<U>Entire Agreement; Amendment</U>. This Agreement and the Revised Irrevocable
Resignation Letters contain the entire agreement and understanding of the parties with respect to
the subject matter hereof and supersede any and all prior and contemporaneous agreements,
memoranda, arrangements and understandings, both written and oral, between the parties, or any of
them, with respect to the subject matter hereof. This Agreement may be amended only by an
agreement in writing executed by the parties hereto, and no waiver of compliance with any provision
or condition of this Agreement and no consent provided for in this Agreement shall be effective
unless evidenced by a written instrument executed by the party against whom such waiver or consent
is to be effective. No failure or delay by a party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any right, power or privilege
hereunder.


<P align="left" style="font-size: 12pt; text-indent: 5%">12.&nbsp;<U>Notices</U>. All notices, consents, requests, instructions, approvals and other
communications provided for herein and all legal process in regard hereto shall be in writing and
shall be deemed validly given, made or served, when actually received during normal business hours
at the address specified in this subsection:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="26%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="74%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">if to the Company:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">ConAgra Foods, Inc.<BR>
One ConAgra Drive<BR>
Omaha, Nebraska 68102<BR>
Attention: Corporate Secretary</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">With a copy (which shall not constitute notice) to:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Davis Polk &#038; Wardwell LLP<BR>
450 Lexington Avenue<BR>
New York, New York 10017<BR>
Attention: Arthur F. Golden, Marc O. Williams</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">if to JANA:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">JANA Partners LLC<BR>
767 Fifth Avenue, 8th Floor<BR>
New York, NY 10153<BR>
Attention: Legal Department</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">With a copy (which shall not constitute notice) to:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Schulte Roth &#038; Zabel LLP<BR>
919 3rd Avenue<BR>
New York, NY 10022<BR>
Attention: Marc Weingarten, Eleazer Klein</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 5%">13.&nbsp;<U>Severability</U>. If at any time subsequent to the date hereof, any provision of this
Agreement shall be held by any court of competent jurisdiction to be illegal, void or
unenforceable, such provision shall be of no force and effect, but the illegality or
unenforceability of such provision shall have no effect upon the legality or enforceability of any
other provision of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 5%">14.&nbsp;<U>Termination</U>. This Agreement shall terminate upon the expiry of the Standstill
Period.


<P align="left" style="font-size: 12pt; text-indent: 5%">15.&nbsp;<U>Counterparts</U>. This Agreement may be executed in two or more counterparts either
manually or by electronic or digital signature (including by email transmission), each of which
shall be deemed to be an original and all of which together shall constitute a single binding
agreement on the parties, notwithstanding that not all parties are signatories to the same
counterpart.


<P align="left" style="font-size: 12pt; text-indent: 5%">16.&nbsp;<U>No Third Party Beneficiaries; Assignment</U>. This Agreement is solely for the
benefit of the parties hereto and is not binding upon (other than successors to the parties hereto)
or enforceable by any other persons. No party to this Agreement may assign its rights or delegate
its obligations under this Agreement, whether by operation of law or otherwise, and any assignment
in contravention hereof shall be null and void. Nothing in this Agreement, whether express or
implied, is intended to or shall confer any rights, benefits or remedies under or by reason of this
Agreement on any persons other than the parties hereto, nor is anything in this Agreement intended
to relieve or discharge the obligation or liability of any third persons to any party.


<P align="left" style="font-size: 12pt; text-indent: 5%">17.&nbsp;<U>Interpretation and Construction</U>. When a reference is made in this Agreement to a
Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The
headings contained in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. Whenever the words &#147;include,&#148; &#147;includes&#148; and
&#147;including&#148; are used in this Agreement, they shall be deemed to be followed by the words &#147;without
limitation.&#148; The words &#147;hereof, &#147;herein&#148; and &#147;hereunder&#148; and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement. The word &#147;will&#148; shall be construed to have the same meaning as the word &#147;shall.&#148; The
words &#147;dates hereof&#148; will refer to the date of this Agreement. The word &#147;or&#148; is not exclusive.
The definitions contained in this Agreement are applicable to the singular as well as the plural
forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein
means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to
time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been
represented by counsel of its choice throughout all negotiations that have preceded the execution
of this Agreement, and that it has executed the same with the advice of said independent counsel.
Each party cooperated and participated in the drafting and preparation of this Agreement and the
documents referred to herein, and any and all drafts relating thereto exchanged among the parties
shall be deemed the work product of all of the parties and may not be construed against any party
by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that
would require interpretation of any ambiguities in this Agreement against any party that drafted or
prepared it is of no application and is hereby expressly waived by each of the parties hereto, and
any controversy over interpretations of this Agreement shall be decided without regards to events
of drafting or preparation.


<P align="center" style="font-size: 10pt; display: none; text-indent: 5%">1
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt; text-indent: 8%">IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused
the same to be executed by its duly authorized representative as of the date first above written.


<P align="left" style="font-size: 12pt">CONAGRA FOODS, INC.


<P align="left" style="font-size: 12pt">By: <U><I>/s/ Colleen Batcheler</I></U><BR>
Name: Colleen Batcheler<BR>
Title: Executive Vice President, General Counsel<BR>
& Corporate Secretary<BR>
<BR>
<BR>
<BR>
JANA PARTNERS LLC


<P align="left" style="font-size: 12pt">By:<U> <I>/s/ Scott Ostfeld </I></U><BR>
Name: Scott Ostfeld<BR>
Title: Partner<BR>


<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt"><U><B>EXHIBIT A</B></U>


<P align="center" style="font-size: 12pt"><B>FORM OF REVISED IRREVOCABLE RESIGNATION<BR>
OF THE JANA DESIGNEE</B>



<P align="left" style="font-size: 12pt">May &#091;<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>&#093;, 2016


<P align="left" style="font-size: 12pt">Attention: Board of Directors
<BR>
ConAgra Foods, Inc.
<BR>
One ConAgra Drive
<BR>
Omaha, Nebraska 68102


<P align="left" style="font-size: 12pt">Re: Resignation


<P align="left" style="font-size: 12pt">Ladies and Gentlemen:


<P align="left" style="font-size: 12pt; text-indent: 4%">This irrevocable resignation is delivered pursuant to Section 1(b) and 1(e) of the Amended and
Restated Cooperation Agreement, dated as of May&nbsp;27, 2016 (the &#147;<B>Agreement</B>&#148;), by and between ConAgra
Foods, Inc. and JANA Partners LLC. Capitalized terms used herein but not defined shall have the
meaning set forth in the Agreement. Effective only upon, and subject to, such time as JANA ceases
to comply with or breaches any of the terms of the Agreement in any material respect and, if
capable of being cured, such material breach or failure has not been cured within 15&nbsp;days after
receipt by JANA of written notice from the Company specifying the material breach or failure, or if
executed, the Confidentiality Agreement in any material respect, I hereby resign from my position
as a director of the Company and from any and all committees of the Board on which I serve.


<P align="center" style="font-size: 12pt">&#091;<I>Signature Page Follows</I>&#093;












<P align="center" style="font-size: 10pt; display: none">3
<!-- PAGEBREAK -->




<P align="left" style="font-size: 12pt; text-indent: 4%">This resignation may not be withdrawn by me at any time during which it is effective.


<P align="left" style="font-size: 12pt">Sincerely,


<P align="left" style="font-size: 12pt">By:
<BR>
Name:



<P align="center" style="font-size: 10pt; display: none">4




<!-- v.121908 -->
</BODY>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
