-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gV8p02EHsnJel3ruOi1l0hMmISOwZSEKLg4PuUfhlm6Mj2IXem6Ik+5AO5vUSRDP l0cNjv/GTexqCtrtg0nLGQ== 0000023217-94-000008.txt : 19940411 0000023217-94-000008.hdr.sgml : 19940411 ACCESSION NUMBER: 0000023217-94-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940227 FILED AS OF DATE: 19940408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONAGRA INC /DE/ CENTRAL INDEX KEY: 0000023217 STANDARD INDUSTRIAL CLASSIFICATION: 2011 IRS NUMBER: 470248710 STATE OF INCORPORATION: DE FISCAL YEAR END: 0525 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 34 SEC FILE NUMBER: 002-21378 FILM NUMBER: 94521113 BUSINESS ADDRESS: STREET 1: ONE CONAGRA DR CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 4025954000 FORMER COMPANY: FORMER CONFORMED NAME: NEBRASKA CONSOLIDATED MILLS CO DATE OF NAME CHANGE: 19721201 10-Q 1 3RD QTR FY 94 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 27, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________to_____________ Commission File Number 1-7275 ___________________________________________ CONAGRA, INC. __________________________________________________________________ (Exact name of registrant, as specified in charter) Delaware 47-0248710 __________________________________________________________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One ConAgra Drive, Omaha, Nebraska 68102-5001 __________________________________________________________________ (Address of Principal Executive Offices) (Zip Code) (402) 595-4000 __________________________________________________________________ (Registrant's telephone number, including area code) NA __________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _______ _______ Number of shares outstanding of issuer's common stock, as of March 27, 1994 was 248,036,180. PART I - FINANCIAL INFORMATION CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Millions) FEB 27, MAY 30, FEB 28, 1994 1993 1993 __________ __________ __________ ASSETS Current assets: Cash and cash equivalents $ 76.2 $ 257.0 $ 99.2 Receivables, less allowance for doubtful accounts of $61.5, $47.5 and $58.9 2,293.8 1,421.4 1,701.0 Margin deposits and segregated funds 321.2 190.0 222.6 Inventory: Hedged commodities 978.2 656.5 968.3 Other 2,363.7 1,782.7 2,191.2 __________ __________ __________ Total inventory 3,341.9 2,439.2 3,159.5 Prepaid expenses 208.8 179.1 188.4 __________ __________ __________ Total current assets 6,241.9 4,486.7 5,370.7 __________ __________ __________ Other assets: Investments in affiliates 240.0 306.1 304.3 Sundry investments, deposits and other noncurrent assets 129.3 137.4 223.0 __________ __________ __________ Total other assets 369.3 443.5 527.3 __________ __________ __________ Property, plant and equipment at cost, less accumulated depreciation of $1509.4, $1330.8 and $1277.2 2,524.8 2,388.2 2,314.8 Brands, trademarks and goodwill, at cost less accumulated amortization 2,645.7 2,670.3 2,691.7 __________ __________ __________ $ 11,781.7 $ 9,988.7 $ 10,904.5 __________ __________ __________ __________ __________ __________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Millions) FEB 27, MAY 30, FEB 28, 1994 1993 1993 __________ __________ __________ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 2,629.7 $ 570.2 $ 1,943.7 Current installments of long-term debt 107.6 139.9 134.5 Accounts payable 1,509.2 1,459.6 1,327.0 Advances on sales 198.3 663.5 267.3 Payable to customers, clearing associations, etc. 397.7 270.9 244.3 Other accrued liabilities 1,234.6 1,168.5 1,152.7 __________ __________ __________ Total current liabilities 6,077.1 4,272.6 5,069.5 __________ __________ __________ Senior long-term debt, excluding current installments 1,308.4 1,393.2 1,553.2 Other noncurrent liabilities 1,145.5 1,146.5 1,149.0 Subordinated debt 766.0 766.0 766.0 Preferred shares subject to mandatory redemption 355.6 355.9 355.9 Common stockholders' equity: Common stock of $5 par value, authorized 1,200,000,000 shares, issued 252,540,456, 252,256,807 and 252,096,519 1,262.7 1,261.3 1,260.5 Additional paid-in capital 297.9 267.1 331.7 Retained earnings 1,337.5 1,167.0 1,105.9 Foreign currency translation adjustment (31.2) (14.6) (9.1) Less treasury stock, at cost, common shares 4,504,620, 546,762 and 400,878 (116.6) (12.7) (10.5) __________ __________ __________ 2,750.3 2,668.1 2,678.5 Less unearned restricted stock and value of 22,537,094, 23,889,777 and 23,353,429 common shares held in EEF (621.2) (613.6) (667.6) __________ __________ __________ Total common stockholders' equity 2,129.1 2,054.5 2,010.9 __________ __________ __________ $ 11,781.7 $ 9,988.7 $ 10,904.5 __________ __________ __________ __________ __________ __________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Dollars and shares in millions except per share amounts) THIRTEEN WEEKS ENDED FEB 27, FEB 28, 1994 1993 __________ __________ Net sales $ 5,581.3 $ 5,060.4 __________ __________ Costs and expenses: Cost of goods sold 4,825.4 4,358.4 Selling, administrative and general expenses 518.8 503.0 Interest expense, net 67.1 62.3 __________ __________ 5,411.3 4,923.7 __________ __________ Income before equity in earnings of affiliates and income taxes 170.0 136.7 Equity in earnings of affiliates 1.1 4.7 __________ __________ Income before income taxes 171.1 141.4 Income taxes 67.4 50.3 __________ __________ Net income 103.7 91.1 Less preferred dividends 6.0 6.0 __________ __________ Net income available for common stock $ 97.7 $ 85.1 __________ __________ __________ __________ Earnings per common and common equivalent share $ 0.43 $ 0.37 __________ __________ __________ __________ Weighted average number of common and common equivalent shares outstanding 227.3 231.6 __________ __________ __________ __________ Cash dividends declared per common share $ 0.180 $ 0.155 __________ __________ __________ __________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Dollars and shares in millions except per share amounts) THIRTY-NINE WEEKS ENDED FEB 27, FEB 28, 1994 1993 __________ __________ Net sales $ 17,623.8 $ 16,140.8 __________ __________ Costs and expenses: Cost of goods sold 15,380.9 13,980.9 Selling, administrative and general expenses 1,545.7 1,509.6 Interest expense, net 194.7 204.6 __________ __________ 17,121.3 15,695.1 __________ __________ Income before equity in earnings of affiliates, income taxes and cumulative effect of change in accounting principle 502.5 445.7 Equity in earnings of affiliates 4.6 18.9 __________ __________ Income before income taxes and cumulative effect of change in accounting principle 507.1 464.6 Income taxes 201.8 176.2 __________ __________ Net income before cumulative effect of change in accounting principle 305.3 288.4 Cumulative effect of change in accounting for nonpension postretirement benefits (net of taxes of $74.2) - (121.2) __________ __________ Net income 305.3 167.2 Less preferred dividends 18.0 18.0 __________ __________ Net income available for common stock $ 287.3 $ 149.2 __________ __________ __________ __________ Earnings per common and common equivalent share: Before change in accounting principle $ 1.26 $ 1.16 Cumulative effect of change in accounting for nonpension postretirement benefits - (0.52) __________ __________ Net income $ 1.26 $ 0.64 __________ __________ __________ __________ Weighted average number of common and common equivalent shares outstanding 228.7 234.0 __________ __________ __________ __________ Cash dividends declared per common share $ 0.515 $ 0.445 __________ __________ __________ __________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Millions) THIRTY-NINE WEEKS ENDED FEB 27, FEB 28, Decrease in Cash and Cash Equivalents 1994 1993 __________ __________ Cash flows from operating activities: Net income $ 305.3 $ 167.2 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and other amortization 217.7 204.8 Goodwill amortization 55.0 54.5 Provision for deferred income taxes - (74.3) Provision for losses on accounts receivable 20.6 18.9 Undistributed earnings of affiliates (4.6) (18.9) Issuance of common stock in connection with management incentive plans 4.6 5.8 Provision for nonpension postretirement benefits 15.0 207.0 Other noncash items, primarily interest 2.2 13.4 Change in assets and liabilities before effects from business acquisitions: Accounts receivable (893.3) (317.7) Inventory (819.5) (709.8) Prepaid expenses (20.7) (13.8) Accounts payable and accrued expenses (404.4) (841.8) Interest and income taxes 51.7 58.2 __________ __________ Net cash flows from operating activities (1,470.4) (1,246.5) __________ __________ Cash flows from investing activities: Sale of property, plant and equipment 18.8 6.9 Additions to property, plant and equipment (249.4) (206.5) Increase in investment in affiliates (0.9) (29.3) Decrease in notes receivable-Monfort Finance Company 26.8 12.8 Other items (6.6) (31.9) __________ __________ Net cash flows from investing activities (211.3) (248.0) __________ __________ Cash flows from financing activities: Net short term borrowings 2,019.6 1,560.7 Proceeds from issuance of long-term debt 4.0 360.5 Decrease in accounts receivable sold (100.0) (85.0) Proceeds from exercise of employee stock options 5.9 18.3 Cash dividends paid (129.4) (117.7) Repayment of long-term debt (185.6) (127.5) Treasury stock purchases (105.4) (4.0) ConAgra Employee Equity Fund stock transactions 8.9 (331.4) Other items, primarily reduction of other noncurrent liabilities (17.1) (35.0) __________ __________ Net cash flows from financing activities 1,500.9 1,238.9 __________ __________ Net decrease in cash & cash equivalents (180.8) (255.6) Cash and cash equivalents at beginning of year 257.0 354.8 __________ __________ Cash and cash equivalents at end of period $ 76.2 $ 99.2 __________ __________ __________ __________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS FEBRUARY 27, 1994 (1) The information furnished herein relating to interim periods has not been examined by independent Certified Public Accountants. In the opinion of management, all adjustments necessary for a fair statement of the results for the periods covered have been included. All such adjustments are of a normal recurring nature. The accounting policies followed by the Company, and additional footnotes, are set forth in the financial statements included in the Company's 1993 annual report, which report was incorporated by reference in Form 10-K for the fiscal year ended May 30, 1993. (2) The composition of inventories is as follows (in millions): FEB 27, MAY 30, FEB 28, 1994 1993 1993 ________ ________ ________ Hedged commodities $ 978.2 $ 656.5 $ 968.3 Food products and livestock 1,275.4 1,120.2 1,256.1 Agricultural chemicals, fertilizer and feed 390.8 146.1 328.7 Retail merchandise 167.6 170.1 164.0 Other, principally ingredients and supplies 529.9 346.3 442.4 ________ ________ ________ $ 3,341.9 $ 2,439.2 $ 3,159.5 ________ ________ ________ ________ ________ ________ (3) At February 27, 1994, the Company had equity interests in Saprogal (100%), Sapropor (92%) and Trident Seafoods Corporation (50%). During the second quarter of fiscal 1994, ConAgra increased its equity interest in Australia Meat Holdings Pty. Ltd. (AMH) from 50 percent to approximately 90 percent. The purchase price of this additional interest was approximately $60 million. The transaction was effective as of the beginning of fiscal 1994, accounting for the substantial drop in fiscal 1994 first nine months equity in earnings of and investment in affiliates. The summary financial information of these companies and certain other individually insignificant businesses, at and for each of the periods presented, is set forth below and includes amounts since date of acquisition of each respective equity interest: FEB 27, MAY 30, FEB 28, 1994 1993 1993 ________ ________ ________ Current assets $ 484.4 $ 619.9 $ 702.0 Noncurrent assets 473.2 612.8 576.7 ________ ________ ________ Total assets 957.6 1,232.7 1,278.7 ________ ________ ________ Current liabilities 382.9 454.6 526.0 Noncurrent liabilities 193.9 281.6 263.5 ________ ________ ________ Total liabilities 576.8 736.2 789.5 ________ ________ ________ Net assets $ 380.8 $ 496.5 $ 489.2 ________ ________ ________ ________ ________ ________ ConAgra's investment $ 240.0 $ 306.1 $ 304.3 ________ ________ ________ ________ ________ ________ THIRTEEN THIRTY-NINE WEEKS ENDED WEEKS ENDED FEB 27, FEB 28, FEB 27, FEB 28, 1994 1993 1994 1993 ________ ________ ________ ________ Net sales $ 420.3 $ 884.0 $ 1,277.3 $ 2,354.4 Net income 1.6 9.0 3.6 32.7 ConAgra's equity in earnings 1.1 4.7 4.6 18.9 (4) Following is a condensed statement of common stockholders' equity (in millions): Unearned Add'l Foreign Restricted Common Paid-In Retained Curr Treasury & EEF Stock Capital Earnings Trns Adj Stock Stock Total _________ _________ _________ _________ _________ _________ _________ Balance 5/30/93 $ 1,261.3 $ 267.1 $ 1,167.0 $ (14.6)$ (12.7)$ (613.6) $ 2,054.5 Shares issued in connection with employee stock option and incentive plans 0.8 (10.3) (4.1) 24.1 10.5 Shares issued in connection with acquisitions 0.6 0.5 5.6 6.7 Treasury stock purchases (105.4) (105.4) Other share activity associated with Employee Equity Fund 40.6 (31.7) 8.9 Foreign currency translation adjustment (16.6) (16.6) Cash dividends declared (134.8) (134.8) Net income 305.3 305.3 _________ _________ _________ _________ _________ _________ _________ Balance 2/27/94 $ 1,262.7 $ 297.9 $ 1,337.5 $ (31.2)$ (116.6)$ (621.2) $ 2,129.1 _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________
[TEXT] (5) With respect to operations of the Company excluding the transaction discussed below, there was no litigation at February 27, 1994 which, in the opinion of management, would have a material adverse effect on the financial position of the Company. On August 14, 1990, ConAgra acquired Beatrice Company. The Beatrice businesses and its former subsidiaries (the "Subsidiaries") are engaged in various litigation proceedings incident to their respective businesses and in various environmental and other matters. Beatrice and various of its Subsidiaries have agreed to indemnify divested businesses or the purchasers thereof for various legal proceedings and tax matters. The federal income tax returns of Beatrice and its predecessors for the fiscal years ended 1985 through 1987 have been audited by the Internal Revenue Service and a report has been issued. The findings contained in the examining agent's report have been timely protested and negotiations with the Appellate Division of the Internal Revenue Service are underway in an attempt to resolve disputed items. Disputed items being negotiated with the Appellate Division of the Internal Revenue Service include proposed deficiencies relating to previously filed carryback claims to fiscal years ended prior to 1985 (principally fiscal years ended 1982 through 1984). Additionally, the federal income tax returns of Norton Simon, Inc. ("NSI"), have been audited by the Internal Revenue Service for the fiscal years ended 1982 and 1983 and a report has been issued. The findings contained in the examining agent's report have been timely protested and negotiations with the Appellate Division of the Internal Revenue Service are underway in an attempt to resolve disputed items. Various state tax authorities are also examining tax returns of Beatrice and its predecessors for prior taxable years, including, in the case of one state, years back to fiscal 1978. It is expected that additional claims will be asserted for additional taxes. It is not possible at this time to determine the ultimate liabilities that may arise from these matters which at any given point in time will be at various stages of administrative and legal proceedings and will aggregate hundreds of millions of dollars. Substantial reserves for these matters have been established and are reflected as liabilities on the Subsidiaries' balance sheets. The liabilities include accrued interest on the tax claims. After taking into account liabilities that have been recorded and payments made, management is of the opinion that the ultimate disposition of the above matters will not have a material adverse effect on ConAgra's financial condition, results of operations or liquidity. (6) Earnings per common and common equivalent share are calculated on the basis of the weighted average outstanding common shares and, when applicable, those outstanding options which are dilutive and after giving effect to the preferred stock dividend requirements. Fully diluted earnings per share did not differ significantly from primary earnings per share in any period presented. (7) In the fourth quarter of 1993, the Company adopted, effective June 1, 1992, the provisions of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." Provisions of the statement, and its effect on the Company, are set forth in the accounting policies and additional footnotes 16 and 19 in the financial statements included in the Company's 1993 annual report, which report was incorporated by reference in Form 10-K for the fiscal year ended May 30, 1993. Fiscal 1993 quarterly results have been restated to reflect this effect. CONAGRA, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of certain significant factors which have affected the Company's financial condition and operating results for the periods included in the accompanying consolidated condensed financial statements. Results for the fiscal 1994 third quarter and first nine months are not necessarily indicative of results which may be attained in the future. FINANCIAL CONDITION During the first nine months of fiscal 1994, the Company's capital investment (working capital plus noncurrent assets) decreased $11.5 million. Working capital decreased $49.3 million and noncurrent assets increased $37.8 million. The decrease in working capital resulted from an increase in notes payable and was primarily due to the purchase of property, plant and equipment, treasury stock and the additional interest in AMH (see Note 3). The Company's objective is that senior long-term debt normally will not exceed 30 percent of total long-term debt plus equity. At February 27, 1994, senior long-term debt was 29 percent of total long-term debt plus equity compared to 30 percent at May 30, 1993 and 33 percent at February 28, 1993. OPERATING RESULTS A summary of the period to period increases(decreases) in the principal components of operations is shown below (dollars in millions, except per share amounts). COMPARISON OF THE PERIODS ENDED FEB. 27, 1994 & FEB. 28, 1993 THIRTEEN WEEKS THIRTY-NINE WEEKS DOLLARS % DOLLARS % ________________________________ Net sales 520.9 10.3 1,483.0 9.2 Cost of goods sold 467.0 10.7 1,400.0 10.0 Gross profit 53.9 7.7 83.0 3.8 Selling, administrative and general expense 15.8 3.1 36.1 2.4 Interest expense, net 4.8 7.7 (9.9) (4.8) Income before equity in earnings of affiliates and income taxes 33.3 24.4 56.8 12.7 Equity in earnings of affiliates (See Note 3) (3.6) (76.6) (14.3) (75.7) Income before income taxes and cumulative effect of change in accounting principle 29.7 21.0 42.5 9.1 Income taxes 17.1 34.0 25.6 14.5 Net income before cumulative effect of change in accounting principle 12.6 13.8 16.9 5.9 Earnings per common and common equivalent share before change in accounting principle 0.06 16.2 0.10 8.6 The acquisition of the additional equity interest in AMH during the second quarter of fiscal 1994 (see Note 3) was the primary source of increased sales and expenses during the Company's third quarter and first nine months. Other sources of increased sales and expenses during the third quarter and first nine months included the crop protection chemical and red meat businesses, and the acquisition, after last year's second quarter, of National Foods. In the Company's largest industry segment, Prepared Foods, operating profit increased in fiscal 1994's third quarter and first nine months. The consumer frozen foods business reported third quarter and nine month earnings growth with unit volume gains and profit improvement in the Healthy Choice product line. Helped by unit volume growth in the third quarter, Hunt-Wesson's operating profit increased in the quarter and first nine months. Branded packaged meats operating profit rose in the third quarter and was ahead of last year through the first nine months. The diversified products businesses reported third quarter and nine month earnings gains, led by profit growth in the Lamb-Weston potato processing business. Improvement in pork and beef products margins pushed fresh red meat third quarter and nine month operating profit ahead of last year's results. Operating profit was down in chicken and turkey products in the third quarter. Through nine months, total poultry products operating profit was up as first half results in chicken products more than offset a downturn in turkey products. In the Company's Trading and Processing industry segment, operating profit decreased in the third quarter and was down through nine months. Grain processing operating profit increased in both periods. Operating profit in the trading businesses and offshore operating businesses was down in both periods. In the Company's Agri-Products segment, operating profit decreased in the third quarter and first nine months. The largest Agri-Products business, crop protection chemicals, increased third quarter operating profit but was down through nine months. Fertilizer operating profit was up in both periods, and specialty retailing earnings were down in both periods. Operating profit is based on net sales less all identifiable operating expenses and includes the related equity in earnings of companies included on the basis of the equity method of accounting. General corporate expense, interest expense (except financial businesses) and income taxes are excluded from segment operations. For financial businesses, operating profit includes the effect of interest, which is a large element of their operating costs. The Company increased its interest in AMH (see Note 3) from 50 percent to approximately 90 percent at the end of fiscal 1994's second quarter effective at the beginning of the fiscal year. Consolidating AMH's results this year contributed to the third quarter and nine month drop in equity in earnings of affiliates versus fiscal 1993 when ConAgra's share of AMH's earnings was included in equity in earnings of affiliates. AMH also was a source of the net sales increase in fiscal 1994's third quarter and first nine months and a contributor to nine month operating profit growth. Lower equity in earnings of affiliates also was a cause of the increase in ConAgra's nine month effective tax rate from 37.9 percent in fiscal 1993 to 39.8 percent in fiscal 1994. Weighted average shares outstanding decreased in fiscal 1994's third quarter and first nine months as a consequence of share repurchase programs last year and this year. In the fourth quarter of 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." As provided therein, financial statements for the first nine months and third quarter of fiscal 1993 have been restated to reflect adoption, effective June 1, 1992. Provisions of the statement, and its effect on the Company, are set forth in the accounting policies and additional footnotes 16 and 19 in the financial statements included in the Company's 1993 annual report, which report was incorporated by reference in Form 10-K for the fiscal year ended May 30, 1993. CONAGRA, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) EXHIBITS. 10.1 - Employment Agreements between ConAgra and Albert J. Crosson, Leroy O. Lochmann and James P. O'Donnell. 12.1 - Statement regarding computation of ratio of earnings to fixed charges, and ratio of earnings to combined fixed charges and preferred dividends. (B) REPORTS ON FORM 8-K. ConAgra did not file any reports on Form 8-K during the fiscal quarter ended February 27, 1994. CONAGRA, INC. By: /s/ Stephen L. Key ____________________________ Stephen L. Key Executive Vice President and Chief Financial Officer By: /s/ Dwight J. Goslee ___________________________ Dwight J. Goslee Vice President, Controller Dated this 7th day of April, 1994. EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE 10.1 Employment Agreements between ConAgra and Albert J. Crosson, Leroy O. Lochmann and James P. O'Donnell........................... 12.1 Statement regarding computation of ratio of earnings to fixed charges, and ratio of earnings to combined fixed charges and preferred dividends.................................... EX-10 2 EMPLOYMENT AGREEMENTS EXHIBIT 10.1 AGREEMENT Agreement made this 23rd day of September, 1993, by and between ConAgra, Inc., a Delaware corporation, hereinafter referred to as "ConAgra", and ALBERT J. CROSSON, hereinafter referred to as "Employee". WHEREAS, the Board of Directors of ConAgra has determined that the interests of ConAgra stockholders will be best served by assuring that all key corporate executives of ConAgra will adhere to the policy of the Board of Directors with respect to any event by which another entity would acquire effective control of ConAgra, including but not limited to a tender offer, and WHEREAS, the Board of Directors has also determined that it is in the best interests of ConAgra stockholders to promote stability among key executives and employees. NOW, THEREFORE, it is agreed as follows: 1. DUTIES OF EMPLOYEE. Employee shall support the position of the Board of Directors and the chief executive officer, and shall take any action requested by the Board of Directors or the chief executive officer with respect to any "Change of Control" (as defined at Section 7 below) of ConAgra. If the Employee violates the provisions of this Section, he shall forfeit any payments due to him under the terms of this Agreement. 2. EMPLOYMENT CONTRACT. If a Change of Control of ConAgra occurs, and if at the initiation of the Change of Control attempt Employee is then employed by ConAgra, ConAgra hereby agrees to continue the employment of Employee for a period of three years from the date the Change of Control effectively occurs. During said three year period, Employee shall receive annual base and incentive compensation in an amount not less than that specified in Section 3(a) below. If Employee is Involuntarily Terminated (as defined at Section 7 below), at any time during the three year period, ConAgra shall pay to Employee an amount equal to that which Employee would have received pursuant to Section 3(a) below for the remainder of the three year period, and shall also make the payments specified in Sections 3(b) and 3(c) and, if applicable, any additional payments specified in Section 5 below. In addition, in the event of Involuntary Termination at any time, Employee shall receive payment of the base and incentive compensation described in Section 3(a) for one year. Any such termination payment of base and incentive compensation shall be made to Employee in a lump sum within thirty (30) days after termination. If Employee voluntarily terminates his employment at any time during the three year period, the Acquiror (as defined below), ConAgra, and their subsidiaries will not be obligated to pay the Employee any amount that might be due for the remainder of the three year period, or for any termination pay; however, they shall make any additional payments specified in Sections 3(b), 3(c) and 5 (if applicable) below. 3. DESCRIPTION OF PAYMENTS. The payments to be made to Employee are: (a) ANNUAL BASE AND INCENTIVE COMPENSATION. Employee shall receive for the three year period described in Section 2 above an annual amount equal to his current annual rate of compensation, which current annual compensation shall be computed as follows: twenty-six times the Employee's highest bi-weekly salary payment received during the one year period ending immediately prior to the Change of Control of ConAgra. In addition, Employee shall receive (i) an amount equal to his maximum allowable short-term annual incentive compensation, computed as 75% of the annual rate of compensation described above, and (ii) an amount equal to his highest annual long-term compensation award made to Employee during the three fiscal years immediately preceding such Change of Control. (b) RETIREMENT BENEFITS. Employee shall receive an amount equal to that which he would have received as retirement benefits under the provisions of the ConAgra Pension Plan for Salaried Employees ("Qualified Pension Plan") and the ConAgra Retirement Income Savings Plan ("CRISP") in effect immediately prior to the Change of Control of ConAgra, had Employee continued his employment until age 65 at the current annual rate of base and short term incentive compensation as determined above. (i) The supplemental pension benefit hereunder shall be equal to the result of subtracting (x) the benefit the Employee will receive under the Qualified Pension Plan from (y) the pension benefit the Employee would obtain under the Qualified Pension Plan if the Employee remained in the employ of ConAgra until the Employee attained age 65. The supplemental pension benefit is to be computed assuming the Employee is to receive an unreduced normal retirement pension benefit payable beginning at the later of the date the Employee attains age 60 or the date of the Employee's termination of employment. If the Employee begins to receive his supplemental pension benefit at a time other than as described in the preceding sentence, an actuarial adjustment shall be made to reflect such event. (ii) The supplemental CRISP benefit shall be equal to the amount computed as follows: A. The additional years of service that the Employee would receive if his or her employment was not terminated prior to attaining age 65 is multiplied by the Employee's current annual base and short term incentive compensation (as described in Section 3(a)). B. The result in A, immediately above, is multiplied by 3%. C. The result in B, the immediately above, is present valued to date of the Employee's termination of employment. The discount factor for such present value shall be the discount factor used by the Qualified Pension Plan at the time of such termination of employment. The present value shall be computed based on the assumption that the result in B, immediately above, is paid ratably (and monthly) over the additional years of service of the Employee. D. The present value amount determined pursuant to C, immediately above, shall be funded pursuant to Subsection (iv) of this Section 3(b). (iii) The actuarial assumptions and methods used by this Section 3(b) shall be the same as those used by the Qualified Pension Plan. The timing of payment and the form of the supplemental pension benefit under this Section 3(b) shall be the same as elected by the Employee under the Qualified Pension Plan and the timing of payment and the form of the supplemental CRISP benefit shall be the same as elected by the Employee under CRISP; (iv) The supplemental pension and CRISP benefits payable under this Section 3(b) shall be unfunded until a Voluntary Termination or Involuntary Termination following a Change of Control. Within 60 days following such a termination, the supplemental pension and CRISP benefits shall be funded, in one lump sum payment, through a trust in the form attached to the ConAgra Supplemental Pension and CRISP Plan for Change of Control and which trust is incorporated by reference. The transferred amount for the supplemental CRISP benefit shall be held in a separate account and separately invested by the trustee. The amount accumulated in such account shall be the sole source of payment of the supplemental CRISP benefit, and shall be the amount of the supplemental CRISP benefit hereunder. The Acquiror, ConAgra and their subsidiaries shall make up any supplemental pension benefit payments the Employee does not receive under the trust, e.g., if the funds in the trust are insufficient to make the payments due to insufficient earnings in the trust. The trustee of such trust shall be a national or state chartered bank. If funding of the trust is not made within the sixty day period described in this Subsection (iv) of this Section 3(b), the Employee's supplemental pension and CRISP benefits 3(b), the Employee's supplemental pension and CRISP benefit shall then be equal to the product of 150% multiplied by the amount of supplemental pension and CRISP benefits described in this Section 3(b) above; provided, however, this increase in benefits is not intended to remove or detract from the obligation to fund the trust. The supplemental pension and CRISP benefits shall not be paid from the assets of the Qualified Pension Plan or CRISP. (c) ADDITIONAL PAYMENT. If a Change of Control of ConAgra occurs, Employee shall receive an amount equal to the excess, if any, of the highest per share price offered (valued in U.S. currency) by the successful Acquiror for ConAgra common stock (which stock will then be treated for purposes of this Agreement as converted into equivalent shares of such Acquiror's or the surviving company's capital stock as of the date of the Change of Control of ConAgra) over the closing per share price of such Acquiror's or the surviving company's ("Acquiror") stock quoted on an established securities market (or if applicable, the closing bid price for the Acquiror's stock that is quoted on a secondary market or substantial equivalent thereof) on the date of termination (or if the date of termination is not a business day, on the next preceding business day), multiplied by the highest number of shares of the Acquiror's capital stock owned by the Employee at any time during the period beginning on the date of the Change of Control of ConAgra and ending on the date of termination. For purposes of this Section 3(c), the additional amount due hereunder shall be computed as if Employee owned all of the Acquiror's stock with respect to which Employee has an option to purchase in connection with his employment with the Acquiror, ConAgra or any of their subsidiaries. Said amount shall be paid to Employee within ten days after termination. In addition, if Employee sells any of the Acquiror's stock within one year following said termination, Employee shall receive the amount by which the closing price of such stock per share on the date of termination (determined as aforesaid) exceeds the per share actual net sales price of the Acquiror's stock on the date of sale realized by Employee, multiplied by the number of shares sold by Employee. Said amount shall be paid in immediately available funds to Employee within ten days after the sale. In addition, to the extent any of ConAgra's common stock remains outstanding after a Change of Control, then Employee shall receive additional amounts computed and payable in a manner similar to that provided in this Section 3(c) for Acquiror's stock owned, or subject to an option held, by Employee. These provisions shall be appropriately modified or adjusted to take into account the fact that the computations pursuant to the preceding sentence are with respect to ConAgra common stock and related options rather than the Acquiror's capital stock and options related thereto. The computations and payments under this Section 3(c) shall include appropriate adjustments for any stock splits, stock dividends, recapitalizations or similar share restructurings that may occur from time to time. 4. MERGER. ConAgra shall not merge, reorganize, consolidate or sell all or substantially all of its assets, to or with any other corporation until such corporation and its subsidiaries, if any, expressly assume the duties of ConAgra set forth herein. 5. CERTAIN ADDITIONAL PAYMENTS BY CONAGRA. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by ConAgra to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in any amount such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Subsection (c) below, all determinations required to be made under this Section, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the certified public accounting firm then representing ConAgra (the "Accounting Firm") which shall provide detailed supporting calculations both to ConAgra and the Employee within 15 business days of the date of termination, if applicable, or such earlier time as is requested by ConAgra or Employee. If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon ConAgra and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by ConAgra should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that ConAgra exhausts its remedies pursuant to Subsection (c) below and the Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by ConAgra to or for the benefit of the Employee. (c) The Employee shall notify ConAgra in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by ConAgra of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Employee knows of such claim and shall apprise ConAgra of the nature of such claim and the date on which such claim is requested to be paid. The Employee shall not pay such claim prior to the expiration of the thirty-day (30 day) period following the date on which it gives such notice to ConAgra (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If ConAgra notifies the Employee in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (i) give ConAgra any information reasonably requested by ConAgra relating to such claim, (ii) take such action in connection with contesting such claim as ConAgra shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ConAgra, (iii) cooperate with ConAgra in good faith in order to effectively contest such claim, (iv) permit ConAgra to participate in any proceedings relating to such claim; provided, however, that ConAgra shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Subsection (c), ConAgra shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Employee to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ConAgra shall determine; provided, however, that if ConAgra directs the Employee to pay such claim and sue for a refund, ConAgra shall advance the amount of such payment to the Employee, on an interest- free basis and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, ConAgra's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Employee of an amount advanced by ConAgra pursuant to Subsection (c) above, the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall (subject to ConAgra's complying with the requirements of Subsection (c)) promptly pay to ConAgra the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Employee of an amount advanced by ConAgra pursuant to Subsection (c), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and ConAgra does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 6. TERM AND BINDING EFFECT. This Agreement shall bind ConAgra and Employee as long as Employee remains in the employ of ConAgra; provided, however, ConAgra may terminate this Agreement at any time by giving notice to Employee; and provided further, however, that ConAgra may not terminate this Agreement at any time subsequent to the announcement of an event that could result in a Change of Control of ConAgra. This Agreement shall be binding upon the parties hereto, their heirs, executors, administrators and successors. 7. CERTAIN DEFINITIONS. The following definitions shall apply for the purposes of this Agreement: (a) CHANGE OF CONTROL OF CONAGRA. The term "Change of Control" shall mean: (i) The acquisition (other than from ConAgra) 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, ConAgra or its subsidiaries, or any employee benefit plan of ConAgra or its subsidiaries, which acquires beneficial ownership of voting securities of ConAgra) 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 ConAgra's then outstanding voting 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 ConAgra's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) Approval of the shareholders of ConAgra of a reorganization, merger, consolidation, in each case, with respect to which persons who were the shareholders of ConAgra 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 a liquidation or dissolution of ConAgra or of the sale of all or substantially all of its assets. (b) INVOLUNTARY TERMINATION. The term "Involuntary Termination" or any variation thereof shall mean either (i) the actual involuntary termination of Employee's employment with the Acquiror, ConAgra and their subsidiaries after a Change of Control (with or without cause) or (ii) the constructive involuntary termination of the Employee's employment with the Acquiror, ConAgra and their subsidiaries after a Change of Control. The term "constructive involuntary termination" shall include (w) a reduction in the Employee's compensation (including applicable fringe benefits); (x) a substantial change in the location of the Employee's job without the Employee's written consent; (y) the Employee's demotion or diminution in the Employee's position, authority, duties or responsibilities without the Employee's written consent; or (z) the sale or disposition of the stock of Employee's immediate employer, which was a subsidiary of the Acquiror, ConAgra, or their other subsidiaries immediately prior to such sale or disposition, provided Employee is not employed after such sale or disposition by the Acquiror, ConAgra, or any of their subsidiaries that are retained after such sale or disposition. "Substantial change in location" means any location change in excess of 35 miles from the location of the Employee's job with ConAgra or its subsidiaries at the time of the Change of Control of ConAgra. 8. COSTS. All costs of litigation necessary for the Employee to defend the validity of this contract are to be paid by ConAgra or its successors or assigns. IN WITNESS WHEREOF, the parties have executed this Agreement. EMPLOYEE: CONAGRA, INC. /s/ ALBERT J. CROSSON BY: /s/ PHILIP B. FLETCHER ___________________________ ____________________________ ALBERT J. CROSSON Chairman, Board of Directors AGREEMENT Agreement made this 23rd day of September, 1993, by and between ConAgra, Inc., a Delaware corporation, hereinafter referred to as "ConAgra", and LEROY O. LOCHMANN, hereinafter referred to as "Employee". WHEREAS, the Board of Directors of ConAgra has determined that the interests of ConAgra stockholders will be best served by assuring that all key corporate executives of ConAgra will adhere to the policy of the Board of Directors with respect to any event by which another entity would acquire effective control of ConAgra, including but not limited to a tender offer, and WHEREAS, the Board of Directors has also determined that it is in the best interests of ConAgra stockholders to promote stability among key executives and employees. NOW, THEREFORE, it is agreed as follows: 1. DUTIES OF EMPLOYEE. Employee shall support the position of the Board of Directors and the chief executive officer, and shall take any action requested by the Board of Directors or the chief executive officer with respect to any "Change of Control" (as defined at Section 7 below) of ConAgra. If the Employee violates the provisions of this Section, he shall forfeit any payments due to him under the terms of this Agreement. 2. EMPLOYMENT CONTRACT. If a Change of Control of ConAgra occurs, and if at the initiation of the Change of Control attempt Employee is then employed by ConAgra, ConAgra hereby agrees to continue the employment of Employee for a period of three years from the date the Change of Control effectively occurs. During said three year period, Employee shall receive annual base and incentive compensation in an amount not less than that specified in Section 3(a) below. If Employee is Involuntarily Terminated (as defined at Section 7 below), at any time during the three year period, ConAgra shall pay to Employee an amount equal to that which Employee would have received pursuant to Section 3(a) below for the remainder of the three year period, and shall also make the payments specified in Sections 3(b) and 3(c) and, if applicable, any additional payments specified in Section 5 below. In addition, in the event of Involuntary Termination at any time, Employee shall receive payment of the base and incentive compensation described in Section 3(a) for one year. Any such termination payment of base and incentive compensation shall be made to Employee in a lump sum within thirty (30) days after termination. If Employee voluntarily terminates his employment at any time during the three year period, the Acquiror (as defined below), ConAgra, and their subsidiaries will not be obligated to pay the Employee any amount that might be due for the remainder of the three year period, or for any termination pay; however, they shall make any additional payments specified in Sections 3(b), 3(c) and 5 (if applicable) below. 3. DESCRIPTION OF PAYMENTS. The payments to be made to Employee are: (a) ANNUAL BASE AND INCENTIVE COMPENSATION. Employee shall receive for the three year period described in Section 2 above an annual amount equal to his current annual rate of compensation, which current annual compensation shall be computed as follows: twenty-six times the Employee's highest bi-weekly salary payment received during the one year period ending immediately prior to the Change of Control of ConAgra. In addition, Employee shall receive (i) an amount equal to his maximum allowable short-term annual incentive compensation, computed as 75% of the annual rate of compensation described above, and (ii) an amount equal to his highest annual long-term compensation award made to Employee during the three fiscal years immediately preceding such Change of Control. (b) RETIREMENT BENEFITS. Employee shall receive an amount equal to that which he would have received as retirement benefits under the provisions of the ConAgra Pension Plan for Salaried Employees ("Qualified Pension Plan") and the ConAgra Retirement Income Savings Plan ("CRISP") in effect immediately prior to the Change of Control of ConAgra, had Employee continued his employment until age 65 at the current annual rate of base and short term incentive compensation as determined above. (i) The supplemental pension benefit hereunder shall be equal to the result of subtracting (x) the benefit the Employee will receive under the Qualified Pension Plan from (y) the pension benefit the Employee would obtain under the Qualified Pension Plan if the Employee remained in the employ of ConAgra until the Employee attained age 65. The supplemental pension benefit is to be computed assuming the Employee is to receive an unreduced normal retirement pension benefit payable beginning at the later of the date the Employee attains age 60 or the date of the Employee's termination of employment. If the Employee begins to receive his supplemental pension benefit at a time other than as described in the preceding sentence, an actuarial adjustment shall be made to reflect such event. (ii) The supplemental CRISP benefit shall be equal to the amount computed as follows: A. The additional years of service that the Employee would receive if his or her employment was not terminated prior to attaining age 65 is multiplied by the Employee's current annual base and short term incentive compensation (as described in Section 3(a)). B. The result in A, immediately above, is multiplied by 3%. C. The result in B, the immediately above, is present valued to date of the Employee's termination of employment. The discount factor for such present value shall be the discount factor used by the Qualified Pension Plan at the time of such termination of employment. The present value shall be computed based on the assumption that the result in B, immediately above, is paid ratably (and monthly) over the additional years of service of the Employee. D. The present value amount determined pursuant to C, immediately above, shall be funded pursuant to Subsection (iv) of this Section 3(b). (iii) The actuarial assumptions and methods used by this Section 3(b) shall be the same as those used by the Qualified Pension Plan. The timing of payment and the form of the supplemental pension benefit under this Section 3(b) shall be the same as elected by the Employee under the Qualified Pension Plan and the timing of payment and the form of the supplemental CRISP benefit shall be the same as elected by the Employee under CRISP; (iv) The supplemental pension and CRISP benefits payable under this Section 3(b) shall be unfunded until a Voluntary Termination or Involuntary Termination following a Change of Control. Within 60 days following such a termination, the supplemental pension and CRISP benefits shall be funded, in one lump sum payment, through a trust in the form attached to the ConAgra Supplemental Pension and CRISP Plan for Change of Control and which trust is incorporated by reference. The transferred amount for the supplemental CRISP benefit shall be held in a separate account and separately invested by the trustee. The amount accumulated in such account shall be the sole source of payment of the supplemental CRISP benefit, and shall be the amount of the supplemental CRISP benefit hereunder. The Acquiror, ConAgra and their subsidiaries shall make up any supplemental pension benefit payments the Employee does not receive under the trust, e.g., if the funds in the trust are insufficient to make the payments due to insufficient earnings in the trust. The trustee of such trust shall be a national or state chartered bank. If funding of the trust is not made within the sixty day period described in this Subsection (iv) of this Section 3(b), the Employee's supplemental pension and CRISP benefits 3(b), the Employee's supplemental pension and CRISP benefit shall then be equal to the product of 150% multiplied by the amount of supplemental pension and CRISP benefits described in this Section 3(b) above; provided, however, this increase in benefits is not intended to remove or detract from the obligation to fund the trust. The supplemental pension and CRISP benefits shall not be paid from the assets of the Qualified Pension Plan or CRISP. (c) ADDITIONAL PAYMENT. If a Change of Control of ConAgra occurs, Employee shall receive an amount equal to the excess, if any, of the highest per share price offered (valued in U.S. currency) by the successful Acquiror for ConAgra common stock (which stock will then be treated for purposes of this Agreement as converted into equivalent shares of such Acquiror's or the surviving company's capital stock as of the date of the Change of Control of ConAgra) over the closing per share price of such Acquiror's or the surviving company's ("Acquiror") stock quoted on an established securities market (or if applicable, the closed bid price for the Acquiror's stock that is quoted on a secondary market or substantial equivalent thereof) on the date of termination (or if the date of termination is not a business day, on the next preceding business day), multiplied by the highest number of shares of the Acquiror's capital stock owned by the Employee at any time during the period beginning on the date of the Change of Control of ConAgra and ending on the date of termination. For purposes of this Section 3(c), the additional amount due hereunder shall be computed as if Employee owned all of the Acquiror's stock with respect to which Employee has an option to purchase in connection with his employment with the Acquiror, ConAgra or any of their subsidiaries. Said amount shall be paid to Employee within ten days after termination. In addition, if Employee sells any of the Acquiror's stock within one year following said termination, Employee shall receive the amount by which the closing price of such stock per share on the date of termination (determined as aforesaid) exceeds the per share actual net sales price of the Acquiror's stock on the date of sale realized by Employee, multiplied by the number of shares sold by Employee. Said amount shall be paid in immediately available funds to Employee within ten days after the sale. In addition, to the extent any of ConAgra's common stock remains outstanding after a Change of Control, then Employee shall receive additional amounts computed and payable in a manner similar to that provided in this Section 3(c) for Acquiror's stock owned, or subject to an option held, by Employee. These provisions shall be appropriately modified or adjusted to take into account the fact that the computations pursuant to the preceding sentence are with respect to ConAgra common stock and related options rather than the Acquiror's capital stock and options related thereto. The computations and payments under this Section 3(c) shall include appropriate adjustments for any stock splits, stock dividends, recapitalizations or similar share restructurings that may occur from time to time. 4. MERGER. ConAgra shall not merge, reorganize, consolidate or sell all or substantially all of its assets, to or with any other corporation until such corporation and its subsidiaries, if any, expressly assume the duties of ConAgra set forth herein. 5. CERTAIN ADDITIONAL PAYMENTS BY CONAGRA. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by ConAgra to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in any amount such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Subsection (c) below, all determinations required to be made under this Section, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the certified public accounting firm then representing ConAgra (the "Accounting Firm") which shall provide detailed supporting calculations both to ConAgra and the Employee within 15 business days of the date of termination, if applicable, or such earlier time as is requested by ConAgra or Employee. If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon ConAgra and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by ConAgra should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that ConAgra exhausts its remedies pursuant to Subsection (c) below and the Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by ConAgra to or for the benefit of the Employee. (c) The Employee shall notify ConAgra in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by ConAgra of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Employee knows of such claim and shall apprise ConAgra of the nature of such claim and the date on which such claim is requested to be paid. The Employee shall not pay such claim prior to the expiration of the thirty-day (30 day) period following the date on which it gives such notice to ConAgra (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If ConAgra notifies the Employee in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (i) give ConAgra any information reasonably requested by ConAgra relating to such claim, (ii) take such action in connection with contesting such claim as ConAgra shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ConAgra, (iii) cooperate with ConAgra in good faith in order to effectively contest such claim, (iv) permit ConAgra to participate in any proceedings relating to such claim; provided, however, that ConAgra shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Subsection (c), ConAgra shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Employee to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ConAgra shall determine; provided, however, that if ConAgra directs the Employee to pay such claim and sue for a refund, ConAgra shall advance the amount of such payment to the Employee, on an interest- free basis and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, ConAgra's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Employee of an amount advanced by ConAgra pursuant to Subsection (c) above, the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall (subject to ConAgra's complying with the requirements of Subsection (c)) promptly pay to ConAgra the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Employee of an amount advanced by ConAgra pursuant to Subsection (c), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and ConAgra does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 6. TERM AND BINDING EFFECT. This Agreement shall bind ConAgra and Employee as long as Employee remains in the employ of ConAgra; provided, however, ConAgra may terminate this Agreement at any time by giving notice to Employee; and provided further, however, that ConAgra may not terminate this Agreement at any time subsequent to the announcement of an event that could result in a Change of Control of ConAgra. This Agreement shall be binding upon the parties hereto, their heirs, executors, administrators and successors. 7. CERTAIN DEFINITIONS. The following definitions shall apply for the purposes of this Agreement: (a) CHANGE OF CONTROL OF CONAGRA. The term "Change of Control" shall mean: (i) The acquisition (other than from ConAgra) 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, ConAgra or its subsidiaries, or any employee benefit plan of ConAgra or its subsidiaries, which acquires beneficial ownership of voting securities of ConAgra) 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 ConAgra's then outstanding voting 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 ConAgra's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) Approval of the shareholders of ConAgra of a reorganization, merger, consolidation, in each case, with respect to which persons who were the shareholders of ConAgra 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 a liquidation or dissolution of ConAgra or of the sale of all or substantially all of its assets. (b) INVOLUNTARY TERMINATION. The term "Involuntary Termination" or any variation thereof shall mean either (i) the actual involuntary termination of Employee's employment with the Acquiror, ConAgra and their subsidiaries after a Change of Control (with or without cause) or (ii) the constructive involuntary termination of the Employee's employment with the Acquiror, ConAgra and their subsidiaries after a Change of Control. The term "constructive involuntary termination" shall include (w) a reduction in the Employee's compensation (including applicable fringe benefits); (x) a substantial change in the location of the Employee's job without the Employee's written consent; (y) the Employee's demotion or diminution in the Employee's position, authority, duties or responsibilities without the Employee's written consent; or (z) the sale or disposition of the stock of Employee's immediate employer, which was a subsidiary of the Acquiror, ConAgra, or their other subsidiaries immediately prior to such sale or disposition, provided Employee is not employed after such sale or disposition by the Acquiror, ConAgra, or any of their subsidiaries that are retained after such sale or disposition. "Substantial change in location" means any location change in excess of 35 miles from the location of the Employee's job with ConAgra or its subsidiaries at the time of the Change of Control of ConAgra. 8. COSTS. All costs of litigation necessary for the Employee to defend the validity of this contract are to be paid by ConAgra or its successors or assigns. IN WITNESS WHEREOF, the parties have executed this Agreement. EMPLOYEE: CONAGRA, INC. /s/ LEROY O. LOCHMANN BY: /S/ PHILIP B. FLETCHER ____________________________ _____________________________ LEROY O. LOCHMANN Chairman, Board of Directors AGREEMENT Agreement made this 23rd day of September, 1993, by and between ConAgra, Inc., a Delaware corporation, hereinafter referred to as "ConAgra", and JAMES P. O'DONNELL, hereinafter referred to as "Employee". WHEREAS, the Board of Directors of ConAgra has determined that the interests of ConAgra stockholders will be best served by assuring that all key corporate executives of ConAgra will adhere to the policy of the Board of Directors with respect to any event by which another entity would acquire effective control of ConAgra, including but not limited to a tender offer, and WHEREAS, the Board of Directors has also determined that it is in the best interests of ConAgra stockholders to promote stability among key executives and employees. NOW, THEREFORE, it is agreed as follows: 1. DUTIES OF EMPLOYEE. Employee shall support the position of the Board of Directors and the chief executive officer, and shall take any action requested by the Board of Directors or the chief executive officer with respect to any "Change of Control" (as defined at Section 7 below) of ConAgra. If the Employee violates the provisions of this Section, he shall forfeit any payments due to him under the terms of this Agreement. 2. EMPLOYMENT CONTRACT. If a Change of Control of ConAgra occurs, and if at the initiation of the Change of Control attempt Employee is then employed by ConAgra, ConAgra hereby agrees to continue the employment of Employee for a period of three years from the date the Change of Control effectively occurs. During said three year period, Employee shall receive annual base and incentive compensation in an amount not less than that specified in Section 3(a) below. If Employee is Involuntarily Terminated (as defined at Section 7 below), at any time during the three year period, ConAgra shall pay to Employee an amount equal to that which Employee would have received pursuant to Section 3(a) below for the remainder of the three year period, and shall also make the payments specified in Sections 3(b) and 3(c) and, if applicable, any additional payments specified in Section 5 below. In addition, in the event of Involuntary Termination at any time, Employee shall receive payment of the base and incentive compensation described in Section 3(a) for one year. Any such termination payment of base and incentive compensation shall be made to Employee in a lump sum within thirty (30) days after termination. If Employee voluntarily terminates his employment at any time during the three year period, the Acquiror (as defined below), ConAgra, and their subsidiaries will not be obligated to pay the Employee any amount that might be due for the remainder of the three year period, or for any termination pay; however, they shall make any additional payments specified in Sections 3(b), 3(c) and 5 (if applicable) below. 3. DESCRIPTION OF PAYMENTS. The payments to be made to Employee are: (a) ANNUAL BASE AND INCENTIVE COMPENSATION. Employee shall receive for the three year period described in Section 2 above an annual amount equal to his current annual rate of compensation, which current annual compensation shall be computed as follows: twenty-six times the Employee's highest bi-weekly salary payment received during the one year period ending immediately prior to the Change of Control of ConAgra. In addition, Employee shall receive (i) an amount equal to his maximum allowable short-term annual incentive compensation, computed as 75% of the annual rate of compensation described above, and (ii) an amount equal to his highest annual long-term compensation award made to Employee during the three fiscal years immediately preceding such Change of Control. (b) RETIREMENT BENEFITS. Employee shall receive an amount equal to that which he would have received as retirement benefits under the provisions of the ConAgra Pension Plan for Salaried Employees ("Qualified Pension Plan") and the ConAgra Retirement Income Savings Plan ("CRISP") in effect immediately prior to the Change of Control of ConAgra, had Employee continued his employment until age 65 at the current annual rate of base and short term incentive compensation as determined above. (i) The supplemental pension benefit hereunder shall be equal to the result of subtracting (x) the benefit the Employee will receive under the Qualified Pension Plan from (y) the pension benefit the Employee would obtain under the Qualified Pension Plan if the Employee remained in the employ of ConAgra until the Employee attained age 65. The supplemental pension benefit is to be computed assuming the Employee is to receive an unreduced normal retirement pension benefit payable beginning at the later of the date the Employee attains age 60 or the date of the Employee's termination of employment. If the Employee begins to receive his supplemental pension benefit at a time other than as described in the preceding sentence, an actuarial adjustment shall be made to reflect such event. (ii) The supplemental CRISP benefit shall be equal to the amount computed as follows: A. The additional years of service that the Employee would receive if his or her employment was not terminated prior to attaining age 65 is multiplied by the Employee's current annual base and short term incentive compensation (as described in Section 3(a)). B. The result in A, immediately above, is multiplied by 3%. C. The result in B, immediately above, is present valued to the date of the Employee's termination of employment. The discount factor for such present value shall be the discount factor used by the Qualified Pension Plan at the time of such termination of employment. The present value shall be computed based on the assumption that the result in B, immediately above, is paid ratably (and monthly) over the additional years of service of the Employee. D. The present value amount determined pursuant to C, immediately above, shall be funded pursuant to Subsection (iv) of this Section 3(b). (iii) The actuarial assumptions and methods used by this Section 3(b) shall be the same as those used by the Qualified Pension Plan. The timing of payment and the form of the supplemental pension benefit under this Section 3(b) shall be the same as elected by the Employee under the Qualified Pension Plan and the timing of payment and the form of the supplemental CRISP benefit shall be the same as elected by the Employee under CRISP; (iv) The supplemental pension and CRISP benefits payable under this Section 3(b) shall be unfunded until a Voluntary Termination or Involuntary Termination following a Change of Control. Within 60 days following such a termination, the supplemental pension and CRISP benefits shall be funded, in one lump sum payment, through a trust in the form attached to the ConAgra Supplemental Pension and CRISP Plan for Change of Control and which trust is incorporated by reference. The transferred amount for the supplemental CRISP benefit shall be held in a separate account and separately invested by the trustee. The amount accumulated in such account shall be the sole source of payment of the supplemental CRISP benefit, and shall be the amount of the supplemental CRISP benefit hereunder. The Acquiror, ConAgra and their subsidiaries shall make up any supplemental pension benefit payments the Employee does not receive under the trust, e.g., if the funds in the trust are insufficient to make the payments due to insufficient earnings in the trust. The trustee of such trust shall be a national or state chartered bank. If funding of the trust is not made within the sixty day period described in this Subsection (iv) of this Section 3(b), the Employee's supplemental pension and CRISP benefits 3(b), the Employee's supplemental pension and CRISP benefits shall then be equal to the product of 150% multiplied by the amount of supplemental pension and CRISP benefits described in this Section 3(b) above; provided, however, this increase in benefits is not intended to remove or detract from the obligation to fund the trust. The supplemental pension and CRISP benefits shall not be paid from the assets of the Qualified Pension Plan or CRISP. (c) ADDITIONAL PAYMENT. If a Change of Control of ConAgra occurs, Employee shall receive an amount equal to the excess, if any, of the highest per share price offered (valued in U.S. currency) by the successful Acquiror for ConAgra common stock (which stock will then be treated for purposes of this Agreement as converted into equivalent shares of such Acquiror's or the surviving company's capital stock as of the date of the Change of Control of ConAgra) over the closing per share price of such Acquiror's or the surviving company's ("Acquiror") stock quoted on an established securities market (or if applicable, the closing bid price for the Acquiror's stock that is quoted on a secondary market or substantial equivalent thereof) on the date of termination (or if the date of termination is not a business day, on the next preceding business day), multiplied by the highest number of shares of the Acquiror's capital stock owned by the Employee at any time during the period beginning on the date of the Change of Control of ConAgra and ending on the date of termination. For purposes of this Section 3(c), the additional amount due hereunder shall be computed as if Employee owned all of the Acquiror's stock with respect to which Employee has an option to purchase in connection with his employment with the Acquiror, ConAgra or any of their subsidiaries. Said amount shall be paid to Employee within ten days after termination. In addition, if Employee sells any of the Acquiror's stock within one year following said termination, Employee shall receive the amount by which the closing price of such stock per share on the date of termination (determined as aforesaid) exceeds the per share actual net sales price of the Acquiror's stock on the date of sale realized by Employee, multiplied by the number of shares sold by Employee. Said amount shall be paid in immediately available funds to Employee within ten days after the sale. In addition, to the extent any of ConAgra's common stock remains outstanding after a Change of Control, then Employee shall receive additional amounts computed and payable in a manner similar to that provided in this Section 3(c) for Acquiror's stock owned, or subject to an option held, by Employee. These provisions shall be appropriately modified or adjusted to take into account the fact that the computations pursuant to the preceding sentence are with respect to ConAgra common stock and related options rather than the Acquiror's capital stock and options related thereto. The computations and payments under this Section 3(c) shall include appropriate adjustments for any stock splits, stock dividends, recapitalizations or similar share restructurings that may occur from time to time. 4. MERGER. ConAgra shall not merge, reorganize, consolidate or sell all or substantially all of its assets, to or with any other corporation until such corporation and its subsidiaries, if any, expressly assume the duties of ConAgra set forth herein. 5. CERTAIN ADDITIONAL PAYMENTS BY CONAGRA. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by ConAgra to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in any amount such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Subsection (c) below, all determinations required to be made under this Section, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the certified public accounting firm then representing ConAgra (the "Accounting Firm") which shall provide detailed supporting calculations both to ConAgra and the Employee within 15 business days of the date of termination, if applicable, or such earlier time as is requested by ConAgra or Employee. If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon ConAgra and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by ConAgra should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that ConAgra exhausts its remedies pursuant to Subsection (c) below and the Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by ConAgra to or for the benefit of the Employee. (c) The Employee shall notify ConAgra in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by ConAgra of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Employee knows of such claim and shall apprise ConAgra of the nature of such claim and the date on which such claim is requested to be paid. The Employee shall not pay such claim prior to the expiration of the thirty-day (30 day) period following the date on which it gives such notice to ConAgra (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If ConAgra notifies the Employee in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (i) give ConAgra any information reasonably requested by ConAgra relating to such claim, (ii) take such action in connection with contesting such claim as ConAgra shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by ConAgra, (iii) cooperate with ConAgra in good faith in order to effectively contest such claim, (iv) permit ConAgra to participate in any proceedings relating to such claim; provided, however, that ConAgra shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Subsection (c), ConAgra shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Employee to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as ConAgra shall determine; provided, however, that if ConAgra directs the Employee to pay such claim and sue for a refund, ConAgra shall advance the amount of such payment to the Employee, on an interest- free basis and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, ConAgra's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Employee of an amount advanced by ConAgra pursuant to Subsection (c) above, the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall (subject to ConAgra's complying with the requirements of Subsection (c)) promptly pay to ConAgra the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Employee of an amount advanced by ConAgra pursuant to Subsection (c), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and ConAgra does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 6. TERM AND BINDING EFFECT. This Agreement shall bind ConAgra and Employee as long as Employee remains in the employ of ConAgra; provided, however, ConAgra may terminate this Agreement at any time by giving notice to Employee; and provided further, however, that ConAgra may not terminate this Agreement at any time subsequent to the announcement of an event that could result in a Change of Control of ConAgra. This Agreement shall be binding upon the parties hereto, their heirs, executors, administrators and successors. 7. CERTAIN DEFINITIONS. The following definitions shall apply for the purposes of this Agreement: (a) CHANGE OF CONTROL OF CONAGRA. The term "Change of Control" shall mean: (i) The acquisition (other than from ConAgra) 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, ConAgra or its subsidiaries, or any employee benefit plan of ConAgra or its subsidiaries, which acquires beneficial ownership of voting securities of ConAgra) 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 ConAgra's then outstanding voting 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 ConAgra's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) Approval of the shareholders of ConAgra of a reorganization, merger, consolidation, in each case, with respect to which persons who were the shareholders of ConAgra 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 a liquidation or dissolution of ConAgra or of the sale of all or substantially all of its assets. (b) INVOLUNTARY TERMINATION. The term "Involuntary Termination" or any variation thereof shall mean either (i) the actual involuntary termination of Employee's employment with the Acquiror, ConAgra and their subsidiaries after a Change of Control (with or without cause) or (ii) the constructive involuntary termination of the Employee's employment with the Acquiror, ConAgra and their subsidiaries after a Change of Control. The term "constructive involuntary termination" shall include (w) a reduction in the Employee's compensation (including applicable fringe benefits); (x) a substantial change in the location of the Employee's job without the Employee's written consent; (y) the Employee's demotion or diminution in the Employee's position, authority, duties or responsibilities without the Employee's written consent; or (z) the sale or disposition of the stock of Employee's immediate employer, which was a subsidiary of the Acquiror, ConAgra, or their other subsidiaries immediately prior to such sale or disposition, provided Employee is not employed after such sale or disposition by the Acquiror, ConAgra, or any of their subsidiaries that are retained after such sale or disposition. "Substantial change in location" means any location change in excess of 35 miles from the location of the Employee's job with ConAgra or its subsidiaries at the time of the Change of Control of ConAgra. 8. COSTS. All costs of litigation necessary for the Employee to defend the validity of this contract are to be paid by ConAgra or its successors or assigns. IN WITNESS WHEREOF, the parties have executed this Agreement. EMPLOYEE: CONAGRA, INC. /s/ JAMES P. O'DONNELL BY: /s/ PHILIP B. FLETCHER ___________________________ ___________________________ JAMES P. O'DONNELL Chairman, Board of Directors EX-12 3 EARNINGS TO FIXED CHARGES EXHIBIT 12.1 CONAGRA, INC. AND SUBSIDIARIES COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES AND OF EARNINGS TO COMBINED FIXED CHARGES & PREFERRED STOCK DIVIDENDS ($ IN MILLIONS) Nine Months Ended February 27, 1994 ____________ Fixed charges: Interest expense $ 214.8 Capitalized interest 1.1 Interest in cost of goods sold 10.5 One third of non-cancellable lease rent 33.1 ------------ Total fixed charges (A) 259.5 Add preferred stock dividends of the company 29.5 ------------ Total fixed charges and preferred stock dividends (B) $ 289.0 ============ Earnings: Pretax income $ 507.1 Adjustment for unconsolidated subidiaries (1.8) ------------ Pretax income of the Company as a whole 505.3 Add fixed charges 259.5 Less capitalized interest (1.1) ------------ Earnings and fixed charges (C) $ 763.7 ============ Ratio of earnings to fixed charges (C/A) 2.9 Ratio of earnings to combined fixed charges and preferred stock dividends (C/B) 2.6 For the purpose of computing the above ratio of earnings to fixed charges, earnings consist of income before taxes and fixed charges. Fixed charges, for the purpose of computing earnings are adjusted to exclude interest capitalized and that component of fixed charges representing ConAgra's proportionate share of the preferred stock dividend requirement of a 50% owned subsidiary. Fixed charges include interest on both long and short term debt (whether said interest is expensed or capitalized and including interest charged to cost of goods sold), a portion of noncancellable rental expense representative of the interest factor and ConAgra's proportionate share of the preferred stock dividend requirement of a 50% owned subsidiary, excluding that which would be eliminated in consolidation. The ratio is computed using the amounts for ConAgra as a whole, including its majority-owned subsidiaries, whether or not consolidated, and its proportionate share of any 50% owned subsidiaries, whether or not ConAgra guarantees obligations of these subsidiaries. For purposes of calculating the above ratio of earnings to combined fixed charges and preferred dividends, preferred stock dividend requirements (computed by increasing preferred stock dividends to an amount representing the pre-tax earnings which would be required to cover such dividend requirements) are combined with fixed charges as described above, and the total is divided into earnings as described above. -----END PRIVACY-ENHANCED MESSAGE-----