Conagra Brands, Inc. Amended and Restated Voluntary Deferred Compensation Plan (Effective January 1, 2026)

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Exhibit 10.3.4

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CONAGRA BRANDS, INC.
VOLUNTARY DEFERRED COMPENSATION PLAN

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AMENDED AND RESTATED, effective January 1, 2026

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CONAGRA BRANDS, INC.
AMENDED AND RESTATED

VOLUNTARY DEFERRED COMPENSATION PLAN

(Effective January 1, 2026)

The Conagra Brands, Inc. Voluntary Deferred Compensation Plan was adopted effective January 1, 2005, was amended and restated effective January 1, 2009 and January 1, 2017, and is further amended and restated herein, effective  January 1, 2026 (the “Plan”).  

The Plan was established and is maintained by Conagra Brands, Inc. (the “Company”) to permit certain key employees of the Company and of corporations that are related to the Company to defer the receipt of a portion of their income. Accordingly, the Company 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 the Plan that are not “Grandfathered Amounts,” as that term is defined in Part II.

ARTICLE I
DEFINITIONS

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(a)  The date individuals who constitute the Board (the “Incumbent Board”) cease for any reason during any 12 month period to constitute at least 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 the Plan, considered as though such person were a member of the Incumbent Board; or

(b)  The date of consummation of a reorganization, merger or 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 50% or more of the combined voting power of the reorganized, merged or consolidated company’s then outstanding voting securities; or

(c)  The date that any one person, or more than one person acting as a group who is not related to the Company within the meaning of Treasury Regulation Section 1.409A-3(i)((vii)(B), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 80% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions.  For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this Section, “more than one person acting as a group” is determined under Treasury Regulation Section 1.409A-3(i)(5)(v)(B).  If a person owns stock in both entities that enter into a merger, consolidation, purchase or acquisition of stock, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.  In no event shall a change of control occur under circumstances that would not constitute a “change in the ownership of a corporation,” a “change in effective control of a corporation,” or a “change in the ownership of a substantial portion of a corporation’s assets,” as those terms are defined in regulations and other applicable guidance issued under Code Section 409A.

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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 that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under the Company’s long-term disability plan.

1.10 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

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leave does not exceed six 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 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-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 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 29-month period of absence shall be substituted for such six-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 the 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 the 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 subsection (b) of this section, would permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or an independent contractor), except as provided in subsection (b) of this section over the immediately preceding 36-month period (or the full period of services to the Company if the Participant has been providing services to the Company less than 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 subsection (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 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 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.

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ARTICLE II
ELIGIBLE EMPLOYEES

Compensation Deferral Contributions may be made by those employees of the Employer who either have been selected by, and at the sole and absolute discretion of, the Human Resources Committee, or who are categorized by the Company or a Related Company as a grade level 24 or higher. Any Participant who has a balance in the Plan shall be a Participant with respect to such balance and any earnings or losses thereon. The Committee may increase from time to time the required grade level, and the Committee may amend the Plan accordingly, all without the approval of the Human Resources Committee or the Board.

Notwithstanding any provision in the Plan to the contrary, the Plan is intended to be a nonqualified deferred compensation plan for a select group of management or highly compensated employees (as that expression is used in ERISA) and participation shall be limited to such employees. Each Participant shall continue to be a participant in the Plan until all payments due under the Plan have been paid. The Human Resources 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 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 409A 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 409A Account of such individual shall continue to be adjusted pursuant to the other provisions of the Plan until fully distributed.

Employer Matching Contributions and Employer Non-elective Contributions may be made by the Employer to those Participants who have annual total cash compensation from the Employer in excess of the Code Section 401(a)(17) limitation.

ARTICLE III
DEFERRALS

3.1Employee Deferrals.  During one or more window periods each Plan Year determined by the Company, a Participant may elect to have a portion of his or her pay for the following Plan Year credited under the Plan as a Compensation Deferral Contribution.  For Plan Years ending on or before December 31, 2025, any Compensation Deferral Contribution election will continue from year-to-year until timely changed by the Participant (and such change will be effective for the Plan Year following the Plan Year during which such change election is received by the Company) or until specified otherwise by the Committee to the extent permitted without resulting in any Adverse 409A Consequence (as defined under Article X).  Effective for Plan Years commencing on and after January 1, 2026, Compensation Deferred Contributions elections for a prior Plan Year will not carry over and each Participant will be required to make an affirmative election to make Compensation Deferral

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Contributions.  The minimum deposit (which may be set forth in the Compensation Deferral Agreement) shall be determined and changed by the Committee from time to time and, in the absence of any such determination, shall be 6% of the Participant’s base salary or short-term incentive.  The maximum deposit (which may be set forth in the Compensation Deferral Agreement) shall be determined and changed by the Committee from time to time and, in the absence of any such determination, shall be (i) 50% of the Participant’s base salary, (ii) 90% of the Participant’s short-term incentive, and (iii) 90% of the sum of the Participant’s base salary plus short-term incentive in excess of the Code Section 401(1)(17) limitation in effect for such Plan Year.  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 elected deferral percentage shall not apply to compensation that is not eligible for deferral under the terms of the Company’s 401(k) plan (ignoring for this purpose the limitations imposed by Code Sections 401(a)(17), 401(k)(3) and 415).  The Compensation Deferral Contribution shall be credited to the Participant’s 409A Account 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.  A Compensation Deferral Contribution election shall be irrevocable as of the earlier of (1) the deadline specified by the Company and (2) the last day of a Plan Year, with respect to Compensation Deferral Contributions to be made during the following Plan Year (or six months before the end of the performance period with respect to performance-based compensation), except for a cancellation permitted by Treasury Regulation Section 1.409A-3(j)(4)).

3.2Employer Matching Contributions.  At the end of each Plan Year, the Employer in its sole discretion may credit an eligible Participant’s 409A Account with Employer Matching Contributions equal to  the specified percentage or dollar amount of the Compensation Deferral Contributions made by the Participant. The amount of  any Employer Matching Contribution shall be automatically reduced by any applicable Federal Insurance Contributions Act tax (or other applicable tax) at the time such contribution is made. For avoidance of doubt, the level of Employer Matching Contribution need not be uniform among Participants and will be determined by the Human Resources Committee, in its sole discretion.

Any Participant whose Separation from Service occurs prior to the last day of the Plan Year shall remain eligible for Employer Matching Contributions for such Plan Year.

3.3Employer Non-elective Contributions.  At the end of each Plan Year, the Employer may credit an eligible Participant’s 409A Account with an Employer Non-elective Contribution equal to  a specified amount determined by the Human Resources Committee in its discretion.  Any Participant whose Separation from Service occurs prior to the last day of the Plan Year shall remain eligible for Employer Non-elective Contributions for such Plan Year.

The amount of each Employer Non-elective Contribution shall be automatically reduced by any applicable Federal Insurance Contributions Act tax (or other applicable tax) at the time such contribution is made.  Compensation, for purposes of calculating Employer Non-elective Contributions, shall be defined in the same manner as under Section 3.2.

For avoidance of doubt, the level of Employer  Non-elective Contribution need not be uniform among Participants.

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3.42019 Treatment of Pinnacle Employees.  Except for any Pinnacle Participant who, during the 24 month period ending on March 1, 2019, was eligible to participate in the Pinnacle Foods Supplemental Savings Plan (“PFSSP Eligible Employee”), a Pinnacle Participant may make a Compensation Deferral Contribution election for 2019 during the enrollment window chosen by the Company, which shall be within 30 days after the date the Pinnacle Participant first becomes eligible to participate in the Plan; provided that such election may apply only to base salary attributable to services to be performed subsequent to the election and paid on or after April 1, 2019. With respect to a PFSSP Eligible Employee, his or her Compensation Deferral Contribution election made in 2018 shall apply only to base salary attributable to services to be performed and base salary paid on or after April 1, 2019.

Compensation for purposes of calculating Employer Matching Contributions and Employer Non-elective Contributions and determining any amount in excess of the Code Section 401(a)(17) limitation for 2019 for a Pinnacle Participant shall include all earnings from the Company or a Related Company paid to the Pinnacle Participant in 2019.

If a Pinnacle Participant does not make a Compensation Deferral Contribution for 2019, an Employer Non-elective Contribution equal to 9% of such Pinnacle Participant’s 2019 compensation in excess of the applicable Code Section 401(a)(17) limitation shall be made for such Pinnacle Participant, and such amount will be credited to the Pinnacle Participant’s 409A Account as of the end of the 2019 Plan Year.

ARTICLE IV
VESTING

ARTICLE V
DISTRIBUTIONS

(a)Distribution Sub-Accounts.  Each Participant may elect, pursuant to Section 5.2, that such Participant’s 409A Account shall be divided into Distribution Sub-Accounts for the purpose of the Participant making separate elections in accordance with this Article V concerning time and form of payment with respect to each Distribution Sub-Account.  The maximum number of Distribution Sub-Accounts will be specified by the Committee or its delegate from time to time.  If an election under this Section 5.1(a) is not timely received from a Participant, then such Participant’s 409A Account shall be deemed to be a single Distribution Sub-Account for purposes of the Plan.

(b)Time of Payment.  Subject to Section 5.1(d), (e) and (f) below, each Participant may

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elect, pursuant to Section 5.2, that any of such Participant’s Distribution Sub-Accounts shall be paid (or installments shall commence), as follows:

(i)  In January following the calendar year in which the Participant incurs a Separation from Service (this is the default time of payment);(ii)  In January of a calendar year specified by the Participant (without regard to whether or not the Participant has incurred a Separation from Service); or

(iii)  The earlier of (i) or (ii) above.  

The Committee shall determine the payment date within the parameters required by the Plan.  A payment that is made after the earliest date payment could have been made, but by the later of the last day of the Participant’s taxable year that includes the earliest date payment could have been made, or by the fifteenth day of the third calendar month following the earliest date payment could have been made, shall be treated as having been made on the earliest date payment could have been made.

(c)Form of Payment.  Subject to Section 5.1(d), (e) and (f) below, each Participant may elect, pursuant to Section 5.2, that any of such Participant’s Distribution Sub-Accounts shall be paid in the following manner:

(i)A single lump sum (this is the default form of payment); or

(ii) Annual installments over a period of 2 to 10 years (subject to the limitation described below).

Installments will be available following Separation from Service only if the Participant’s balance of all Distribution Sub-Accounts is at least $100,000.00, determined as of Separation from Service. If a Participant does not satisfy, as of such Participant’s Separation from Service, the Distribution Sub-Account balance requirement to commence installments, the balance of the Distribution Sub-Accounts from which installments had not commenced prior to Separation from Service will be paid in a lump sum at the same time the first installment otherwise would have been paid. If installments commenced prior to Separation from Service from a Distribution Sub-Account, then such installments shall continue after Separation from Service regardless of the balance. Each installment payment shall equal the quotient resulting from dividing the value of the Participant’s applicable Distribution Sub-Account that precedes the date the installment is to be paid 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.

(d)Death.  Upon the death of the Participant before distribution of the Participant’s entire 409A Account (whether employed or not at the time of death), the Participant’s 409A 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.

(e)Disability.  If a Participant becomes Disabled prior to or coincident with Separation from Service and prior to the time payment of all of the Participant’s Distribution Sub-Accounts is to be made or commenced, the Participant’s Distribution Sub-Accounts with respect to which distribution has not commenced shall be paid as soon as reasonably practical following the

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determination of Disability, but no later than 90 days following such determination.  Payment of any Distribution Sub-Account with respect to which distribution had commenced prior to the time the Participant became Disabled shall continue as scheduled.

(f)Change of Control Event.  Each Participant may elect, within the time period specified by Section 5.2(a), that any Distribution Sub-Account shall be accelerated and paid in a single lump sum following a Change of Control Event either (1) as soon as reasonably practical, but no later than 90 days after the Change of Control Event or (2) the earlier of (i) a Separation of Service, in which case the payment will be made as soon as reasonably practical, but no later than 90 days thereafter or (ii) no later than 18 months following the occurrence of a Change of Control Event.  If an election is not made under this Section 5.1(f), then payment shall be made in accordance with the other Plan provisions.

(g)Committee Discretion.  The Committee, in its sole and absolute discretion, may revise, remove or add any restriction on time or form of payment, including limits on elections with respect to any Distribution Sub-Account, prior to the deadline for the initial election under Section 5.2(a) to be received from the Participant.  Such Committee action must be in writing and may be set forth in distribution election form materials approved by the Committee.  Any such Committee action shall be deemed to be a permitted amendment to the Plan.

(a)Initial Elections.  Except as otherwise provided in the Plan, the Participant’s election of the time and form of payment, pursuant to Section 5.1, must be received by the Committee no later than the deadline set by the Committee, which may not be later than the end of the Plan Year prior to the year in which the compensation subject to such Compensation Deferral Contribution is earned (or six months before the end of the performance period with respect to performance-based compensation).  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 election of time and form of payment shall become irrevocable as of the time determined by the Committee, which shall not be later than the deadline for making such election.

(b)Change in Elections.  A Participant may elect to change the time or form of payment only in accordance with this Section 5.2(b).  Any election under this Section 5.2(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 5.3, a Participant may not elect to accelerate the date payment is to be made or commenced.  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 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

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(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 years from the date payment would have otherwise been made or commenced without regard to this election.

For purposes of application of Code Section 409A to this provision, installments shall be treated as a single payment.

PART II
GRANDFATHERED AMOUNTS

For amounts deferred under the Plan prior to January 1, 2005 that were fully vested on or before December 31, 2004, together with the earnings thereon (“Grandfathered Amounts”), the provisions of this Part II shall apply.

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ARTICLE VI
DISTRIBUTION OF GRANDFATHERED AMOUNTS

(a)  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 that 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 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; or

(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 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 liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.

(b)  Disability.  The term “Disability” means total and permanent disability as determined pursuant to the Company’s long-term disability plan.

(c)  Retirement.  

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

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

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PART III
PROVISIONS APPLICABLE TO
409A ACCOUNTS AND GRANDFATHERED AMOUNTS

This Part III applies for all purposes of the Plan, including with respect to 409A Accounts and Grandfathered Amounts.

ARTICLE VII
INVESTMENTS AND PARTICIPANT ACCOUNTS

7.1  Investments.  The Company’s Employee Benefits Investment Committee (the “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 Investment Committee, the method of hypothetically investing the Participant’s 409A Account and Grandfathered Amount.  The Investment Committee may permit Participants to designate different deemed investments for each Distribution Sub-Account.  Transfers among deemed investments and changes in investment elections may be made only in accordance with the rules, procedures and limitations established by the Investment Committee.

7.2  Valuation of Benefits.  A Participant’s 409A Account and Grandfathered Amounts (if any) shall be valued as of the last day of each Plan Year and as any other more frequent date as determined by the Committee in its sole discretion. The amount payable to a Participant (whether paid in lump sum or installments) will be determined as of the most recent valuation date preceding the date of payment.

7.3  Accounting. Separate accounting shall be maintained for each Participant’s 409A Account and Grandfathered Amounts.  Each Participant’s 409A Account and Grandfathered Amount shall be adjusted for Compensation Deferral Contributions, Employer Matching Contributions, Employer Non-elective Contributions and earnings and losses, to the extent applicable.

7.4  Funding. The Company, by action of the Human Resources Committee, may establish one or more rabbi trusts for the Plan. Notwithstanding any other provisions of the Plan or the existence of any rabbi trust, the Plan shall be unfunded and the Participants in the Plan shall be no more than general, unsecured creditors of the Employer with regard to benefits payable pursuant to the Plan. Any such trust(s) shall be subject to all the provisions of the 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 Human Resources 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 Investment Committee.

ARTICLE VIII
ADMINISTRATION

8.1  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

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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 the Plan:

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

(b)  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;

(c)  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;

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

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

(f)  to allocate and delegate the Committee’s fiduciary responsibilities under the Plan and to designate another person to carry out any of the Committee’s fiduciary responsibilities under the Plan, provide that any such allocation, delegation or designation shall, to the extent applicable, be in accordance with ERISA Section 405.

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.  Committee determinations (or those of the Committee’s delegate or agent) may be memorialized and reflected in communications and forms provided to Participants in lieu of Committee meeting minutes.

8.2  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.

8.3  Claim Denials; Claim Appeals. If a claim for benefits under the Plan is denied, the Claimant shall be notified, in writing, within 90 days (45 days in the case of a claim due to Participant’s Disability) after the claim is filed, 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 180 days (or within 90 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.

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Within 60 days (or within 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 60 days (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 120 days (or within 90 days in the case of a claim due to Participant’s Disability) after such receipt.  The decision of the Committee shall be written in a manner calculated to be understood by the Claimant and shall set forth: (i) the specific reason(s) for the decision; and (ii) specific references to the pertinent Plan provision on which the decision is based.

8.4  Claims Limitations and Exhaustion.  No claim shall be considered under these procedures unless it is filed with the Committee within one 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 the Plan unless the legal action is commenced in the proper forum before the earlier of: (i) two years after the claimant knew (or reasonably should have known) of the principal facts on which the claim is based; or (ii) 90 days after the claimant has exhausted the procedures outlined in Section 8.3.  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-year and two-year periods.  The exhaustion of the procedures outlined in Section 8.3 is mandatory for resolving every claim and dispute arising under the 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 8.3 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 IX
AMENDMENT OR TERMINATION

9.1Amendment or Termination.  The Human Resources Committee reserves the right to amend or terminate the Plan at its sole and absolute discretion.  Any such amendment or termination shall be made pursuant to a resolution of the Human Resources Committee and shall be effective as of the date of such resolution unless the resolution specifies a different effective date.

9.2Effect of Amendment or Termination. No amendment or termination of the Plan shall directly or indirectly reduce the balance of any 409A Account or Grandfathered Amounts held hereunder as of the later of the adoption or effective date of such amendment or termination, or make any material modification related to any Grandfathered Amounts.  The Participant’s 409A Account and Grandfathered Amounts will continue to share in earnings and losses until complete distribution

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of the 409A Account and Grandfathered Amounts.  Upon and following the occurrence of a Change of Control Event, no amendment or termination of the Plan may reduce any Participant’s rights with respect to his or her 409A Account and Grandfathered Amounts as of the later of the adoption or effective date of such amendment or termination without such Participant’s consent. Upon termination of the Plan, distribution of amounts credited to the 409A Accounts shall be made to Participants and their Beneficiaries in one of the following manners elected by the Company:

(a)In the manner and at the time otherwise provided under the Plan; or

(b)In a lump sum payable at a time permitted by Code Section 409A, provided that all conditions of Code Section 409A are and will be satisfied.  

ARTICLE X
409A COMPLIANCE

The Plan is intended to comply with the provisions of Code Section 409A and the final regulations promulgated thereunder, except as otherwise provided herein (Code Section 409A and the regulations and other guidance issued with respect thereto, may be referred to as “409A”).  With respect to amounts other than Grandfathered Amounts, the Plan shall be interpreted, operated and applied to comply with 409A so as not to subject any Participant to the additional tax, interest or penalties that may be imposed under 409A and not to cause inclusion in any Participant’s income of a Participant’s 409A Account (and any related penalty and interest) until such amount or amounts are actually distributed to such Participant (which additional tax, interest, penalties or income inclusion shall individually and in the aggregate be referred to as “Adverse 409A Consequence” or “Adverse 409A Consequences”).  With respect to Grandfathered Amounts, the Plan shall be interpreted and administered to prevent 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.  However, it is understood that 409A is ambiguous in certain respects.  The Committee and Company will attempt in good faith not to take any action, and will attempt in good faith to refrain from taking any action, that would result in the imposition of tax, interest and/or penalties upon any Participant under 409A.  To the extent the Committee and Company have acted or refrained from acting in good faith as required by this Section, neither they, their employees, contractors and agents, the Board, each member of the Board nor any Plan fiduciary (the “Released Parties”) shall in any way be liable for, and by participating in the Plan, each Participant automatically releases the Released Parties from any liability due to, any failure to follow the requirements of 409A.  No Participant shall be entitled to any damages related to any such failure even though the Plan requires certain actions to be taken in conformance with 409A.  The Company may delay any payment to the extent the delay would not result in any Adverse 409A Consequence.

ARTICLE XI
GENERAL PROVISIONS

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IN WITNESS WHEREOF, the Company has caused this Amended and Restatement of the Plan to be executed this 14th day of May, 2025, effective as of January 1, 2026.

CONAGRA BRANDS, INC.

By: /s/ Charisse Brock

Name:  Charisse Brock

Its: Executive Vice President, Chief Human Resources Officer