AMENDMENT TO CERTAIN EQUITY AWARDS AND AGREEMENTS PURSUANT TO THE CONAGRA FOODS, INC. 2015 VOLUNTARY RETIREMENT PROGRAM AND 2015 SG&A REDUCTION PROGRAM

Each employee who applies for and is accepted for participation in the 2015 Voluntary Retirement Program shall be a “VRP Participant.” Provided that such VRP Participant executes and does not revoke the release of claims required by the 2015 Voluntary Retirement Program and otherwise meets the terms and conditions of such Program, the outstanding Equity Awards held by such VRP Participant as of his or her Separation from Service with the Company shall be subject to the following: (a) the VRP Participant’s attained age and years of service shall each be increased by three additional years solely for purposes of applying the Early Retirement, Normal Retirement and Retirement provisions thereon, (b) any requirement under an Equity Award that a VRP Participant hold such Award for twelve (12) months following the Date of the Grant shall be waived for purposes of determining vesting under the Early Retirement and Normal Retirement provisions thereon, and (c) all vesting of Equity Awards for the VRP Participant under the Early Retirement provisions of the Stock Plans shall be determined on a pro rata basis by a fraction, the numerator of which is the total number of calendar days during which the Participant was employed by the Company during the period beginning on the Date of Grant and ending on the Separation from Service and the denominator of which is the total number of calendar days beginning on the Date of the Grant and ending on the Vesting Date.

Each employee who becomes entitled to and receives supplemental unemployment benefits under the ConAgra Foods, Inc. Supplemental Unemployment Benefits Plan in connection with the 2015 SG&A Reduction Program shall be a “Severance Participant.” Provided that such Severance Participant executes and does not revoke the release of claims required by the 2015 SG&A Reduction Program and otherwise meets the terms and conditions of such Program, the outstanding Equity Awards held by the Severance Participant under the Stock Plans as of his or her Separation from Service with Company shall be subject to the following: (a) any requirement under an Equity

This amendment shall not apply to any VRP Participant or Severance Participant who is an executive officer of the Company or an individual at the Vice President level or above who reports directly, on a full-time basis, to the Chief Executive Officer.