MOGENS C. BAY – Director since December 12, 1996

Mr. Bay (63 years of age) has served as Chairman of the Board and Chief Executive Officer of Valmont Industries, Inc. (products for water management and infrastructure) since January 1997. He has also been a director of Peter Kiewit Sons’, Inc. (construction and mining) since 1999.

Summary of experience, qualifications and skills considered in re-nominating Mr. Bay:

STEPHEN G. BUTLER – Director since May 16, 2003• International Experience: From extensive involvement in U.S. and global operations and manufacturing

Mr. Butler (64 years of age) served as the Chairman and Chief Executive Officer of KPMG LLP (national public accounting firm) from 1996 until his retirement in June 2002 and Chairman of KPMG International from 1999 to 2002. He has been a director of Cooper Industries plc (electric lighting and wiring company) since 2002 and Ford Motor Company (motor vehicles manufacturer) since 2004.

Summary of experience, qualifications and skills considered in re-nominating Mr. Butler:

Director Since

May 16, 2003

STEVEN F. GOLDSTONE– Director since December 11, 2003

Mr. Goldstone (66 years of age) has served as non-executive Chairman of the ConAgra Foods Board since October 1, 2005. He has been a manager of Silver Spring Group (private investment firm) since 2000. From 1999 to 2000, Mr. Goldstone served as Chairman of Nabisco Group Holdings (food company). He also previously served as Chairman and Chief Executive Officer of RJR Nabisco, Inc. (consumer products company). Mr. Goldstone has been a director of Greenhill & Co., Inc. (financial advisory services) since 2004. Mr. Goldstone also served as a director of Merck & Co., Inc. (pharmaceutical company) from 2006 until 2012 and Trane Inc. (heating and air conditioning equipment) from 2002 until 2008.

Summary of experience, qualifications and skills considered in re-nominating Mr. Goldstone:

JOIE A. GREGOR – Director since February 6, 2009

Ms. Gregor (62 years of age) is the former Vice Chairman of Heidrick & Struggles International, Inc. (executive search firm), a position she held from 2002 until 2007. From 1993 until 2006, Ms. Gregor served in a number of senior leadership roles with that firm, including President, North America, managing partner of the firm’s Global Board of Directors Practice and managing partner of the New York office. From 2007 to 2008, Ms. Gregor served as assistant to the President for Presidential Personnel under President George W. Bush. From time-to-time, Ms. Gregor provides strategic consulting services on a limited engagement basis, most recently serving as Senior Advisor to Notch Partners (buyout-driven human capital consulting services firm) from 2009 until 2012 and, since 2012, as an advisor to G100 Network (peer learning community of senior leaders of global companies).

Summary of experience, qualifications and skills considered in re-nominating Ms. Gregor:

RAJIVE JOHRI– Director since January 1, 2009

Mr. Johri (62 years of age) served as President and Director of First National Bank of Omaha (FNBO, a banking institution), from 2006 until his retirement in 2009. From September 2005 to June 2006, he served as President of First National Credit Cards Center for FNBO. Prior to that, he served as an Executive Vice President for J.P. Morgan Chase Bank (banking institution) from 1999 until 2004. Mr. Johri served as a director of Charter Communications, Inc. (cable and pay television services) from 2006 until 2009.

Summary of experience, qualifications and skills considered in re-nominating Mr. Johri:

W.G. JURGENSEN

Age – 62

	Mr. Jurgensen served as Chief Executive Officer and a director of Nationwide Financial Insurance Services, Inc. (insurance company) from 2000 until his retirement in 2009. He also served as Chief Executive Officer and a director of several other companies within the Nationwide enterprise, which is comprised of Nationwide Financial, Nationwide Mutual, Nationwide Mutual Fire and all of their respective subsidiaries and affiliates. Mr. Jurgensen served as a director of The Scotts Miracle-Gro Company (agricultural chemicals company) from 2009 until 2013, and as a director of American International Group, Inc. (insurance company) since 2013.
Retired CEO & Director, Nationwide Financial Insurance Services, Inc. Director Since August 2, 2002 ŸIndependent		Summary of experience, qualifications and skills considered in re-nominating Mr. Jurgensen:
		• Broad Leadership Experience:Strong leadership capabilities and insights, including from his service as Chief Executive Officer of several Nationwide companies
		• Financial Acumen and Risk & Compliance Oversight Experience:Significant expertise in finance, accounting and risk and compliance oversight from his service to insurance companies, including risk assessment and risk management experience
		• Corporate Governance:Broad understanding of governance issues facing public companies from his board service to other public companies

W.G. JURGENSEN – Director since August 2, 2002

Mr. Jurgensen (61 years of age) served as Chief Executive Officer and a director of Nationwide Financial Insurance Services, Inc. (insurance company) from 2000 until his retirement in 2009. He also served as Chief Executive Officer and a director of several other companies within the Nationwide enterprise, which is comprised of Nationwide Financial, Nationwide Mutual, Nationwide Mutual Fire and all of their respective subsidiaries and affiliates. Mr. Jurgensen has been a director of The Scotts Miracle-Gro Company (agricultural chemicals company) since 2009.

Summary of experience, qualifications and skills considered in re-nominating Mr. Jurgensen:

RICHARD H. LENNY– Director since March 17, 2009

Mr. Lenny (60 years of age) has been an operating partner with Friedman, Fleischer & Lowe (private equity firm) since 2011. He served as Chairman, President and Chief Executive Officer of The Hershey Company (confectionery and snack products manufacturer) from 2001 through 2007. Prior to joining Hershey, Mr. Lenny was group vice president of Kraft Foods (food company) and President, Nabisco Biscuit and Snacks (food company), following Kraft’s acquisition of Nabisco in 2000. He joined Nabisco in 1998 from the Pillsbury Company (food company) where he was president of Pillsbury, North America. Mr. Lenny has been a director of McDonald’s Corporation (retail eating establishments) since 2005 and Discover Financial Services (direct banking and payment services) since 2009. Mr. Lenny also served as a director of The Hershey Company from 2001 until 2007 and Sunoco, Inc. (petroleum refinery) from 2002 until 2006.

Summary of experience, qualifications and skills considered in re-nominating Mr. Lenny:

RUTH ANN MARSHALL– Director since May 23, 2007

Ms. Marshall (58 years of age) was President of the Americas, MasterCard International (payments industry) from October 1999 until her retirement in June 2006. She has been a director of Global Payments Inc. (currency validation systems manufacturer) since 2006 and Regions Financial Corp. (banking industry) since 2011. Ms. Marshall also served as a director of American Standard (former manufacturer of air conditioning systems and bath and kitchen products) from 2003 until 2008.

Summary of experience, qualifications and skills considered in re-nominating Ms. Marshall:

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• International Experience and Growth Creator:Significant domestic and international experience in growing the MasterCard business and experience in product development

GARY M. RODKIN– Director since October 1, 2005

Mr. Rodkin (60 years of age) has been our Chief Executive Officer and President since October 1, 2005. Previously, he was Chairman and Chief Executive Officer of PepsiCo Beverages and Foods North America (consumer products and manufacturing company) from February 2003 to June 2005. He also served as President and Chief Executive Officer of PepsiCo Beverages and Foods North America in 2002, and President and Chief Executive Officer of Pepsi-Cola North America from 1999 to 2002. Mr. Rodkin has been a director of Avon Products, Inc. (beauty and related products company) since 2007, and is also Chairman of the Grocery Manufacturers of America (consumer product company trade association) and Chair-elect of the Board of Boys Town (charitable organization).

Summary of experience, qualifications and skills considered in re-nominating Mr. Rodkin:

ANDREW J. SCHINDLER – Director since May 23, 2007

Mr. Schindler (68 years of age) served R. J. Reynolds Tobacco Holdings, Inc. (tobacco products company) as Chairman and Chief Executive Officer from 1999 to 2004 and Reynolds American, Inc. (tobacco products company) as Chairman from July 2004 until his retirement in December 2005. Mr. Schindler achieved the rank of captain in the U.S. Army, where he held command and staff positions in the United States and in Vietnam. He has been a director of Krispy Kreme Doughnuts Inc. (retail food establishments) since 2006 and Hanesbrands, Inc. (consumer products company) since 2006. Mr. Schindler also served as a director of ArvinMeritor, Inc. (motor vehicle parts company) from 2004 until 2008, Reynolds American Inc. from 2004 until 2005 and Pike Electric Corporation (energy solutions company) from 2006 until 2007.

Summary of experience, qualifications and skills considered in re-nominating Mr. Schindler:

KENNETH E. STINSON– Director since December 12, 1996

Mr. Stinson (69 years of age) is Chairman of the Board of Peter Kiewit Sons’, Inc. He served as Chief Executive Officer of Peter Kiewit Sons’, Inc. from 1998 until 2004. Mr. Stinson has been a director of Valmont Industries, Inc. since 1996, and a director of McCarthy Group, L.L.C. (private equity firm) since 2008. He was a director of Kiewit Investment Fund LLP from 2004 until 2012.

Summary of experience, qualifications and skills considered in re-nominating Mr. Stinson:

	Ÿ• Growth Creator and International Experience:International experience and growth creation from extensive management responsibilities over U.S. and global infrastructure business
	Strong leadership development skills

The Board of Directors recommends a vote “FOR” each of the listed nominees.

Corporate Governance

The Board of Directors is committed to performing its responsibilities in a manner consistent with sound governance practices. It routinely reviews its processes to ensure they support informed, competent and independent oversight on behalf of our stockholders. The company’sOur Corporate Governance Principles provide a summary of these practices, and are available on our website athttp://investor.conagrafoods.comthrough the “Corporate Governance” link, provide a summary of these practices.link. For your convenience, we’vewe have detailed here a variety of practices that may be of interest, including several newly adopted practices.interest.

Annual Elections for Directors

To promote greater accountability to stockholders, all of our directors stand for election annually.

Majority Voting in Director Elections

To be elected in an uncontested election, a director nominee must receive the affirmative vote of a majority of the votes cast in the election. If an incumbent nominee is not elected, he or she is required to promptly tender a resignation to the Board of Directors. The Board will act on the tendered resignation and publicly disclose its decision within 90 days after certification of the election results.

Board Leadership Structure

Our Board of Directors believes that independent Board leadership is a critical component of our governance structure. Our Corporate Governance Principles require us to have either an independent Chairman of the Board or a lead independent director if the positions of Chairman and CEO are held by the same person. Since 2005, our Chairman and CEO roles have been separate. With separate Chairman and CEO roles, our CEO can focus his time and energy on setting the strategic direction for the company, overseeing daily operations, engaging with external constituents, developing our leaders and promoting employee engagement at all levels of the organization. Meanwhile, our independent Chairman leads the Board in the performance of its duties by establishing agendas and

ensuring appropriate meeting content, engaging with the CEO and senior leadership team between Board meetings on business developments, and providing overall guidance to our CEO as to the Board’s views and perspectives, particularly on the strategic direction of the company.

Director Independence

The Board has determined that ten of our 11 Board members – directors Bay, Butler, Goldstone, Gregor, Johri, Jurgensen, Lenny, Marshall, Schindler and Stinson – have no material relationship with ConAgra Foods and are independent within the meaning of our independence standards.

In making its independence determinations, the Board applied the listing standards of the New York Stock Exchange, or NYSE, and the categorical independence standards contained in theour Corporate Governance Principles. The Board considers even immaterial relationships in its decision-making process to ensure a complete view of each director’s independence. This year, the Board considered that Mr. Bay is the Chief Executive Officer of Valmont Industries, Inc. One of our subsidiaries was a customer for immaterial levels of environmental engineering services during fiscal 2013 from an affiliate of Valmont Industries, Inc. on an arms-length basis and in the ordinary course of business during fiscal 2012.business. Another subsidiary purchased irrigation equipment during fiscal 2013 from an affiliate of Valmont Industries, Inc. on an arms-length basis and in the ordinary course of business during fiscal 2012.business. The Board also reviewed our commercial relationships with companies on whose board’s our Board members served during fiscal 20122013 (i.e., American International Group, Inc., Ford Motor Company, McDonald’s Corporation and Valmont Industries, Inc.). The rela-

tionshipsrelationships with these companies involved ConAgra Foods’ purchase or sale of products and services in the ordinary course of business on arm’s-length terms in amounts and under other circumstances that did not affect the relevant directors’ independence under theour Corporate Governance Principles or under applicable law and NYSE listing standards.

Applying the NYSE listing standards and theour Corporate Governance Principles, the Board determined that there are no transactions, relationships or arrangements that would impair the independence or judgment of any of our non-employee directors.

In addition to satisfying our independence standards, each member of the Audit / Finance Committee must satisfy an additional SEC independence requirement that provides that the member may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from us or any of our subsidiaries other than his or her director’s compensation and may not be an “affiliated person” of ConAgra Foods. Each member of the Audit / Finance Committee satisfies this additional independence requirement.

Similarly, the SEC recentlyand NYSE have adopted rules onrelating to the independence of compensation committee members that will apply to ourof the Human Resources Committee, or HR Committee. These rules require consideration of the source of HR Committee oncemember compensation, including any consulting, advisory or other compensatory fees paid to the NYSE completes its rulemaking on the subject. We fully expect that the current membersHR Committee member, and HR Committee member affiliation with us, any of our subsidiaries or any affiliates of our subsidiaries. Each member of the HR Committee will satisfysatisfies these additional independence standards, once they are final.requirements.

Board’s Role in Risk Oversight

Our senior leadership is responsible for identifying, assessing and managing the company’sour exposure to risk. A component of this work is performed through a management Risk Oversight Committee, chaired by our Senior Vice President and Treasurer. However, ourOur Board of Directors and its committees play an active role in overseeing management’s activities and ensuring management’s plans are balanced from a risk / reward perspective. The Board and its committees perform this oversight through the following mechanisms:

management’s Risk Oversight Committee, based on recommendations from the Audit / Finance Committee.Committee, and receives an annual report on enterprise risk management from our Senior Vice President and Treasurer.

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Nominating, Governance and Public Affairs Committee Oversight: The N/G/PA Committee assists the Board in managing risks associated with Board organization, membership and structure. It also assists management in the oversight of reputational risks for the company and key public affairs matters, and reviews the company’s policies and programs related to corporate citizenship, social responsibility, political giving and public policy issues. Although the Committee had been informally overseeing key public affairs matters for the Company in prior years, the Board formalized this responsibility during fiscal 2012, and renamed the Committee accordingly. The Chair of the N/G/PA Committee reports to the full Board on the Committee’sits activities.

AsBecause issues related to risk oversight often overlap, certain issues may be addressed at the Committee and full Board level.

Independent Director Meetings

The Board of Directors meets on a regularly scheduled basis and holds an executive session without management present at every regularly scheduled meeting. The Board holds five regularly scheduled meetings per year. The Chairman of the Board presides at all Board meetings, including executive sessions.

Attendance

During fiscal 2012,2013, the Board met ninetwelve times (five regular meetings and fourseven special meetings) and acted by unanimous written consent once. All members attended at least 75% of the total number of Board and meetings of committees on which he or she served in fiscal 2012.2013. Our Board members are encouraged to attend the annual stockholders’ meeting. All nominees who were serving at the time of the 20112012 Annual Meeting of Stockholders attended that meeting, with the exception of Mr. Schindler, who was unable to attend due to an overseas travel commitment.meeting.

Stock Ownership Guidelines for Directors and Senior Leadership

Directors and senior leaders across the company are subject to stock ownership guidelines. All non-employee directors are expected to acquire and hold shares of ConAgra Foods common stock during their tenure with a value of at least $425,000. Directors are expected to acquire these shares within five years following their first election to the Board or September 25, 2014, whichever is later. Each senior leader across the company is subject to stock ownership guidelines equal to a multiple of the leader’s salary. Our Chief Executive Officer, Gary Rodkin, has a stock ownership requirement of six times his salary, and our other named executive officers have stock ownership requirements of at least three times their salaries. See pages 5255 and 3031 for a summary of the current stockholdings of our directors and named executive officers, respectively, compared to their ownership requirements.

Anti-Hedging Policy

Our directors and executive officers, including our named executive officers, are prohibited from hedging their ownership of ConAgra Foods stock, including trading in publicly-traded options, puts, calls, or other derivative instruments related to ConAgra Foods stock or debt.

Clawback Policy

We have adopted a Clawback Policy that requires excess amounts paid to any of our senior officers under our incentive compensation programs to be recovered in the event of a material restatement of our financial statements for fiscal 2013 or later fiscal years, resulting from the fraudulent, dishonest or reckless actions of the senior officer.

No “Poison Pill” Rights Plan

We have not had a “poison pill” stockholder rights plan since 2004, when it was terminated by our Board of Directors.

Commitment to Investing in Our People, Sustainable Business Practices and Corporate Citizenship

We believe that ConAgra Foods haswe have an obligation to invest in our employees, be a good steward of the environment, nourish our employees, give back to the communities we serve and drive economic gain for stakeholders. To these ends,In fact, investing in our people and corporate citizenship are two of the five objectives in the strategic road map we announced in fiscal 2012, which we call our Recipe for Growth (described in more detail in the “Compensation Discussion and Analysis” section of this Proxy Statement). We have established clear corporate responsibilitycitizenship goals, and favor transparency with stakeholders on our corporate responsibility progress. A few examples of our many corporate responsibility and people achievements in recent years include the following:

We are proud of our focus on our people and on corporate responsibilitycitizenship, and we routinely discuss these matters with the Board’s N/G/PA Committee. We also publish an annual Corporate ResponsibilityCitizenship Report. A copy of our 2011 Corporate Responsibility 2012 Citizenship

Report is available on our website athttp://investor.conagrafoods.comwww.conagrafoodscitizenship.com. Our 2012 Corporate Responsibility2013 Citizenship Report is expected to be available by September 30, 2012.2013.

Political Contributions and Lobbying Expenditure Oversight and Disclosure

The N/G/PA Committee receives reports on the modest political contributions and activities.activities of the company. Our political expenditures are limited and we focus on matters that we believe will create or preserve stockholder value. We also plan to begin publicly disclosingdisclose a summary of our political activity on our website by the end of this year.September 30, 2013.

Corporate Governance Materials Available on Our Website

To learn more about our governance practices, you can review any of the following listed documents athttp://investor.conagrafoods.com through the “Corporate Governance” link:

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Human Resources Committee Charter

From time to time these documents are updated, and we promptly post amended documents to our website. The documents are also available in print to any stockholder who requests them from the Corporate Secretary. The information on our website is not, and will not be deemed to be, a part of this proxy statementProxy Statement or incorporated into any of our other filings with the SEC.

Interested parties may communicate with our Board of Directors, our non-management directors as a group or the Chairman by writing to: ConAgra Foods Board of Directors c/o Corporate Secretary, ConAgra Foods, Inc., Box 2000, One ConAgra Drive, Omaha, Nebraska 68102. Communications are compiled by the Corporate Secretary and forwarded to the addressee(s) on at least a bi-weekly basis. The Corporate Secretary routinely filters communications that are solicitations, consumer complaints, unrelated to ConAgra Foods or ConAgra Foods’ business or determined to pose a possible security risk to the addressee.

Board Committees

Our Board of Directors has established various committees to assist in its responsibilities. Currently, our Board of Directors has four standing committees: the Audit / Finance Committee, the Executive Committee, the Human ResourcesHR Committee and the Nominating, Governance and Public AffairsN/G/PA Committee. All members of the Audit / Finance Committee, Human ResourcesHR Committee and Nominating, Governance and Public AffairsN/G/PA Committee are independent under the applicable rules of the SEC, NYSE and our independence standards.

The Executive Committee generally has the authority to act on behalf of the Board of Directors between meetings. Its membership consists of Directors Butler, Goldstone, Rodkin and Stinson. Mr. Goldstone chairs the committee.Executive Committee. The Executive Committee did not meetmet one time during fiscal 2012.2013.

Audit / Finance Committee

The Audit / Finance Committee has the following responsibilities:

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Pre-approve audit and non-audit services performed by the independent auditor

Audit Committee Financial Expert. The Board has determined that all members of the Audit / Finance Committee are qualified as audit committee financial experts within the meaning of SEC regulations.

Related-Party Transactions.The Audit / Finance Committee has adopted a written policy regarding the review, approval and ratification of related-party transactions. Under the policy, all related-party transactions must be pre-approved by the Audit / Finance Committee unless circumstances make pre-approval impracticable. In the latter case, management is allowed to enter into the transaction, but the transaction remains subject to ratification by the Audit / Finance Committee at its next regular, in-person meeting. In determining whether to approve or ratify a related-party transaction, the Audit / Finance Committee will take into account, among other factors it deems appropriate, whether the transaction is fair and reasonable to the company and the extent of the related-party’s interest in the transaction. No director is permitted to participate in any approval of a related-party transaction for which he or she is involved. On at least an annual basis, the Audit / Finance Committee reviews and assesses ongoing related-party transactions to determine whether the relationships remain appropriate. All related-party transactions are disclosed to the full Board of Directors.

Human Resources Committee

The HR Committee has the following responsibilities:

The HR Committee has retained authority over the consideration and determination of executive and director compensation, subject only to the further involvement of the other independent directors with respect to the approval of the overall compensation for non-employee directors and of the compensation of the Chief Executive Officer.CEO. Additional information on the HR Committee’s processes for determining executive compensation and the role of the HR Committee’s compensation consultant can be found in the Compensation Discussion and Analysis section of this proxy statement.Proxy Statement.

Compensation Committee Interlocks and Insider Participation.Participation.During fiscal 2012,2013, none of the current or former executive officers of ConAgra Foods or any of its current employees served on the compensation committee (or equivalent), or the board of directors, of another entity whose executive officer(s) served on the HR Committee or the Board of ConAgra Foods.

Nominating, Governance and Public Affairs Committee

The N/G/PA Committee has the following responsibilities:

Director Nomination Process. The N/G/PA Committee considers Board candidates suggested by Board members, management and stockholders. The N/G/PA Committee may also retain a third-party search firm to identify candidates. A stockholder who wishes to recommend a prospective nominee for Board membership should notify our Corporate Secretary in writing at least 120 days before the annual stockholders’ meeting and include whatever supporting material the stockholder considers appropriate. The N/G/PA Committee will also consider nominations by a stockholder according to the provisions of our bylaws relating to stockholder nominations as described under “Additional Information – Stockholder Proposals to be Included in our 20132014 Proxy Statement” and “Additional Information – Other Stockholder Proposals to be Presented at our 20132014 Annual Meeting” at the end of this Proxy Statement.

The N/G/PA Committee makes an initial determination as to whether to conduct a full evaluation of a candidate once he or she has come to its attention. This initial determination is based on whether additional Board members are necessary or desirable. It is also based on whether, based on the information provided or otherwise available to the N/G/PA Committee, the prospective nominee is likely to satisfy the evaluation factors described below. If the N/G/PA Committee determines that additional consideration is warranted, it may request a third-party search firm or other third party to gather additional information about the prospective nominee. The N/G/PA Committee may also elect to interview a candidate. The evaluation process for nominees recommended by stockholders does not differ.

The N/G/PA Committee evaluates each prospective nominee against the standards and qualifications set out in theour Corporate Governance Principles, including, but not limited to: (1) background, including demonstrated high standards of ethics and integrity, the ability to have sufficient time to effectively carry out the duties of a director, and the ability to represent all stockholders and not a particular interest group; (2) Board skill needs, taking into account the experience of current Board members, the candidate’s ability to work toward business goals with other Board members, and the candidate’s qualifications as independent and ableability to serve on various committees of the Board; (3) diversity, including the extent to which the candidate reflects the composition of our constituencies; and (4) business experience, which should reflect a broad experience at the policy-making level in business, government or education. Additionally, while the company doeswe do not have a formal policy on Board diversity, as part of this evaluation and to further our commitment to diversity, the N/G/PA Committee assesses whether our Board, collectively, represents diverse views, background,backgrounds, and experiences that will enhance the Board’s and our company’s effectiveness. The N/G/PA Committee seeks directors who have qualities to achieve the ultimate goal of a well-rounded, diverse Board as a whole.

After completing its evaluation process, the N/G/PA Committee makes a recommendation to the full Board as to who should be nominated, and the Board determines the nominees after considering the N/G/PA Committee’s recommendations.

Executive Compensation

The following Compensation Discussion and Analysis, or CD&A, describes how, for fiscal 2012, the Human Resources Committee and Board of Directors designed the executive compensation program and set individual pay for the executive officers named in the compensation tables beginning on page 32. We refer to the Human Resources Committee as the Committee throughout the CD&A. Our fiscal 2012 began May 30, 2011 and ended May 27, 2012.

Compensation Discussion and Analysis

The focus of the ConAgra Foods executive compensation program is to encourage and reward behavior that promotes attainment of our annual and long-term business goals. The business goals are set by management, under the oversight of the Board of Directors, and are designed to promote sustainable growth in stockholder value. As stockholders themselves, our senior leaders are keenly focused on achieving these goals.

The Human Resources Committee of our Board of Directors, which we refer to as the Committee throughout this Executive Compensation section, designs the executive compensation program components, targets and payouts to reflect strong alignment between pay and performance. This Executive Compensation section describes our program for fiscal 2013 (which began May 28, 2012 and ended May 26, 2013) and the Committee’s actions, with particular focus on:

Compensation Discussion and Analysis

Fiscal 2013 was a transformational and successful year for ConAgra Foods. We delivered against our financial goals and growing stockholder value. made bold moves in support of our long-term strategy, which we call our Recipe for Growth. In addition to already being one of the largest food companies in North America, we became the largest private brand food company in North America during fiscal 2013, following completion of our acquisition of Ralcorp Holdings, Inc., or Ralcorp. We also announced plans to contribute our milling business – ConAgra Mills – to a new joint venture to create a premier flour milling company. In our base business, we grew segment profits, led by Commercial Foods, while investing significantly in our brands. We also continued to return value to stockholders directly, raising our dividend to an annualized rate of $1.00 per share.

The Committee was guided by these results in determining the compensation of our senior leaders, and the following executive compensation programs for fiscal 2012, and payouts under the long-term incentive program covering the three-year period ending with fiscal 2012, align withsummary discusses this approach.in more detail.

Fiscal 2013 Executive Summary

Overview.  On May 27, 2012, we concluded a challengingWe began fiscal 2012 during which we maneuvered through escalating input cost inflation that exceeded2013 confident in our expectations and created a significant challenge for us and our peers. We took effective and responsible pricing actions, despite the continued weak consumer environment, turned around our Lamb Weston specialty potato business, invested for the future and delivered full yearability to deliver growth, in earnings per share, adjusted for items impacting comparability (EPS), for our stockholders.

This executive summary reviews the conditions existing at the startbut aware of the fiscal year, which informedongoing challenges created by the Committee’s decisions regarding compensation opportunities for our senior leaders. It also discusses the challenges and successes during fiscal 2012 and the three-year period ending with fiscal 2012, and the actual compensation earned by our senior leaders.

In June 2011 (the start of our fiscal 2012), we saw a challenging year ahead. We expected very high input cost inflation to continue; rapid escalation in input prices began in our fiscal 2011. We also expected a difficult consumer environment, given macroeconomic conditions. However, we were focused on, andenvironment. Management committed to delivering growth in fiscal 2012 while simultaneously making the rightmake investments for the long-term health of our business. We announcedbusiness and deliver the following as significant fiscal 2012 performance goals:financial results for stockholders:

We also reiterated our long-term financial goals:

We expected to achieve these results in a manner consistent with our strategic plan, which we refer to as our Recipe for Growth. Our Recipe for Growth, leverages the foundation established over the last six years in

which focuses on three marketplace growth areas such as organizational enhancements, cost structure improvements, balance sheet strength, and marketing and innovation investments. It states that over the five-year time frame beginning with fiscal 2012, we aspire to accomplish the following – through organic growth and acquisitions:two enablers of success:

Our Recipe for Growth also includes goals on corporate citizenship and our people. We aspire to be recognized as a great employer and responsible corporate citizen. We are promoting a culture of trust and empowerment and hope to achieve a listing on theFortune“Best Places to Work” list. We are proud to have achieved a Dow Jones Sustainability Index listing, for North America, during fiscal 2012.

The Committee took our performance goals and strategic focus areas into account in setting fiscal 20122013 incentive compensation opportunities. The Committee also considered the reasonableness of our goals, given the difficult external environment. The following performance measures were approvedopportunities for our fiscal 2012 incentive programs:named executive officers and approved the following programs and performance measures:

Fiscal 2012 Results2013 results were strong..  Fiscal 2012 concluded on May 27, 2012, and was even more challenging than management originally expected. The pace Management is proud of input cost inflation accelerated throughout the fiscal year and reached its highest rate, 11%,transformational results it delivered for the Consumer Foods segment in our third fiscal quarter, surpassing the high rates experiencedstockholders in fiscal 2011. With cost increases that exceeded our plans, and consumers continuing to look for value, our profits were negatively impacted. In our Commercial Foods segment, we successfully turned around2013. Key achievements include the Lamb Weston specialty potato operations and delivered strong sales and profit growth, driven by favorable volumes and product mix as well as improved operating conditions. However, the strong profit growth in the Lamb Weston operations was partially offset by profit declines in our milling operations, which experienced some headwinds due to unfavorable market conditions. The marketplace dynamics made it difficult to deliver, but our team remained focused on the Recipe for Growth and achieved much in fiscal 2012:

Growing our Core and Adjacencies:following:

Growing our International Business:  Our team was also successful in building our international business during fiscal 2012:

growth in Asian markets, where per capita consumption of frozen potato products is expected to grow, and where Lamb Weston is positioned to provide this market with innovative product solutions.

Growing our Private Label Business:  We also demonstrated our commitment to the attractive private label sector during fiscal 2012:

Investing in People and Corporate Citizenship:  We also made progress against our Recipe for Growth’s goals related to investing in our people and corporate citizenship. We are proud to have achieved a Dow Jones Sustainability Index listing, for North America, during fiscal 2012. This achievement recognizes our strong commitment to sustainable business practices. We also invested in our people during fiscal 2012. We continued to improve our people safety performance during fiscal 2012, with 35 facilities logging no recordable injuries. In addition, during fiscal 2012, our employees helped make a difference in their local communities. With our second annual “Week of Service,” our employees showed up in record numbers, volunteering more than 3,400 hours to help end child hunger in the communities where they live and work. Nearly 2,000 employees packed or served 108,504 meals and donated 69,654 pounds of food to families in need. Our employees also joined us in our Child Hunger Ends Here campaign in an effort to surpass our fiscal 2011 campaign, in which we donated the monetary equivalent of 2.5 million meals to Feeding America.

Smartly Deploying Capital:We also managed our resources well, deploying capital with a balanced approach:

Our performance during fiscal 2012 resulted in the following financial performance versus our goals:

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Growing our Private Brand Business:We delivered operating cash flowsbecame the largest private brand food company in North America during fiscal 2013, by successfully completing the $5.07 billion acquisition of $1.05 billion, which wasRalcorp (plus assumed liabilities) on target after taking into accountJanuary 29, 2013, positioning us as the impactclear leader in private branded packaged foods. Management began the complex and critical process of a discretionary contribution to our pension plansintegrating the Ralcorp business in the amountsecond half of $326 millionthe fiscal year.

Management is also proud of its ability to achieve these results with a continued focus on people and citizenship.

Stockholders were rewarded for this performance during fiscal 2013, with significant stock price appreciation from our closing market price at the start of the fiscal year.

From a three-year perspective, we had strongly varied business performance in the fiscal 20102011 through 20122013 period. As we have previously discussed in prior years’ CD&As, fiscal 2010 was a strong year, marked by share growth in our Consumer Foods segment, strong cost savings, strong performance in the milling operations of our Commercial Foods segment and a new, state-of-the-art sweet potato production facility for our Lamb Weston business. However, a weak consumer environment and rapid escalation of input cost inflation hallmarkswere challenges of both fiscal years 2011 and 2012, and dampened profit growth overduring that time. We reacted to this period. Our returndifficult external environment with a focus on average invested capital (or ROAIC) exceeded internal plans over this three-year period, but the design ofvalue, disciplined pricing and aggressive productivity. These efforts yielded results in fiscal 2013 as we leveraged our long-term incentive planinvestments for fiscal years 2010 through 2012 required profit growth (measured with earnings before interest and taxes, or EBIT) at a rate higher than we were able to deliver.growth.

The performance results discussed here drove the payout determinations under our fiscal 20122013 management incentive plan and the fiscal 20102011 to 20122013 cycle of our performance share plan. From a short-term incentive perspective, the Committee considered that certain items, like the Ralcorp acquisition and other acquisitions that occurred after the start of the fiscal year, were not incorporated into our annual operating plan for the fiscal year and should thus be disregarded in determining whether metrics for the fiscal 2013 management incentive plan were satisfied. However, because the three-year goals in the fiscal 2011 to 2013 cycle of the performance share plan were intended to align with our strategic plan, which contemplated both organic growth and growth from acquisitions, the

Committee determined it was appropriate to include the benefit from the Ralcorp financial results in determining whether the metrics for the fiscal 2011 to 2013 cycle were met. The results also impacted the Committee’s decisions regarding base salaries for our senior officers.officers for fiscal 2014. In remaining committed to our pay for performance philosophy, the Committee took the following actions in July 2012:2013:

The Committee believes that these actions appropriately reflect its commitment to rewarding executives based on actual performance results.results and aligning management’s interests with those of our stockholders.

Objectives of Our Compensation Program

Our executive compensation program is designed to encourage and reward behavior that promotes attainment of annual and long-term goals and sustainable growth in stockholder value. The Committee believes that for the program to do so, it must accomplish five objectives:

The Committee believes that designingCommittee’s design of the compensation program with multiple objectives in mind mitigateshelps mitigate the risk that employees will take unnecessary and excessive risks that threaten the long-term health and viability of the company. Between March and May of 2012,Late in fiscal 2013, with the assistance of management, including Finance, Human Resources and Legal department personnel, and Frederic W. Cook & Co., Inc., the Committee’s

independent compensation consultant, the Committee undertook a comprehensive risk review of our compensation programs for employees generally. As a resultall employees. The analysis focused primarily on legacy ConAgra Foods programs since plans and practices of thisthe recently acquired Ralcorp business were in the process of being terminated or modified. Based on the review, the Committee concluded that our employees are not incented bywe believe our compensation policiesprograms encourage and practices to take actions that may conflict with our long-term best interests.reward prudent business judgment and appropriate risk-taking over the long-term. For example, our programs:

Based on the review described above, weCommittee has certified our performance results.

We believe our compensation policies and practices are balanced, aligned with creating shareholder value, and do not create risks that are reasonably likely to have a material adverse effect on the company. We believe our compensation programs encourage and reward prudent business judgment and appropriate risk-taking over the long-term.

Design and Approval of Our Fiscal 2012 Executive Compensation2013 Program

Human Resources Committee.  The Committee considered a variety of factors when approving the design of the executive compensation program and setting pay for fiscal 2012, including:2013, including the following:

Each of the consultant are of the utmost importancefactors listed above is important to the Committee. As a result,Although the Committee maintains a policy that prevents management from directly engaging the consultant for significant projects without the prior approval of the Committee’s Chair. Given the focused scope of Frederic W. Cook & Co., Inc.’s services, no management-generated fees are expected with this firm. For fiscal 2012, Frederic W. Cook & Co., Inc. did not provide any additional services to us or our affiliates. The Committee reviews the types of services provided by the consultantuses internal and all fees paid for those services on a regular basis, and conducts a formal evaluation of the consultant annually.

External Comparisons.  As mentioned above, the Committee considers external comparisons when setting pay. The Committee has used peer grouppay comparison data – as well as general industry data and data from a customized survey of companies in the food and consumer products industries – as a market check on its compensation decisions.

decisions, the Committee recognizes that over-reliance on external comparisons can be of concern, and the Committee is mindful of the value and limitations of benchmarking data. The Committee’s first step in using external data for fiscal 20122013 was thus the identification of an appropriate “peerpeer group.” The Committee’s consultant Shortly before the start of fiscal 2013, Frederic W. Cook & Co., Inc. prepared a list of potential peer companies (with an emphasis on food and beverage companies) based on the following criteria:

At the Committee’s direction, the consultant recommended companies with annual revenues between one-third to three times our own. However, ifIf a larger or smaller company was sufficientlya direct competitor for business or executive talent, and similar and comparable to us in other respects, such as operations or talent pool,business nature, the consultant was permitted to include it. To further enhance the comparability of the companies included in the peer group, the consultant used regression analysis adjustingas needed to adjust the compensation data for certain survey companieson a comparable basis to provide comparable ranges for similar positionsthe size of the peer group in the industry.aggregate. The Committee also asked the consultant to ensure that the peer group would be large enough to withstand unanticipated changes in theour, or an included companies’company’s, structure or compensation programs.

Shortly before the start of fiscal 2012, Ultimately, the Committee approved the following peer group composition for fiscal 2012:2013:

To maximize year-over-year comparability,This same group was used in fiscal years 2010 through 2012. At the Committee prefers consistency intime of approval, the peer group. However, the Committee thoroughly evaluates each member of the group on an annual basis to ensure continued

appropriateness. The peer group has been consistent since fiscal 2010 and the Committee approved this same peer group for fiscal 2013. The median revenue of the peer group listed above iswas similar to ours; overall,all of the companies fallfell within a range of approximately one-quarter to three and one-half times our annual revenue.

During fiscal 2011,revenue, with the exception of PepsiCo, Coca-Cola and Kraft (at the time). Despite PepsiCo, Coca-Cola and Kraft (at the time) having revenues larger than three times ours, the Committee determined to keep these companies in the peer group due to their status as a direct competitor for business and executive talent.

The Committee used data from this peer group, together with general industry data, as a market check on its fiscal 2013 compensation decisions. However, this was just one of many factors, listed in the assistance of its consultant, undertook an ordinary course review of its pay for performance philosophy, including the key objectives of our executivebullet points above, that played a role in compensation program included on pages 17 and 18. As part ofdecisions.

Given this review,actual practice, the Committee reaffirmedrecently reviewed its multi-faceted approach to setting compensation opportunities. The Committee also articulatedposition on directional market positioning ranges for our named executive officers’ salaries, (50^th percentile), annual incentive opportunities, (50^th to 60^th percentile), long-term incentive opportunities, (65^th to 75^th percentile), and total direct compensation levels (60^thand determined to 70^th percentile). These directional market positioningno longer maintain specific target ranges were derived from peer group data as well as general industry data and data from a customized survey of companies in the food and consumer products industries provided and recommended to the Committee by itsfor these compensation consultant. What is actually paid relative to incentive opportunities is based entirely on the performance of the individual and the company, and our incentive programs are designed in a manner intended to prevent named executive officers from receiving above-market payouts without strong performance.

It is very important to note that the ranges remainonly one of a number of analytical tools and reference points used by the Committee.elements. The Committee believes thatwill continue to use peer data mindfully, as one of many tools for assessing the potential formarket competitiveness and appropriateness of executive pay opportunities.

With significant differences exist between peer pay programs, and our executive compensation program, bothchanges in the degree of “stretch” inherent in incentive plan performance targets and in program design. For example, with respect to our long-term incentive opportunity, the Committee believes a stronger market positioning level is appropriate to reflect (a) the amount of risk inherent in the components of our program (options and performance shares) versus its understanding of the mix of long-term components at some peer companies, (b) the extent to which our named executive officer pay mix is weighted to long-term incentives (more than half of the opportunity, see page 21), while some peer companies award a greater proportion of fixed pay, and (c) to focus our leadership on long-term, sustainable growth.

Because of significant differences in peer pay programs, the Committee doesnot view these directional market positioning ranges as a prescriptive determinant of individual compensation. Rather, they are used by the Committee as a general guide in its decisions on the amount and mix of individual pay opportunity. Ultimately, pay opportunities for our named executive officers are based on our Committee’s decisions, taking into account factors further described in this CD&A that are particular to our company and our officers, including, most importantly, actual performance.the broader packaged food industry over the past 18 months, changes to the peer group for fiscal 2014 were approved. These changes include elimination of Sara Lee Corporation, McCormick & Company and Molson Coors and adding Altria Group, Dr. Pepper Snapple, Mondelez and Tyson Foods. Subsequent to the approval of the peer group, H. J. Heinz Company was acquired and is no longer a public company.

Choosing Performance Metrics and Assessing Results.  Another critical componentManagement’s Role in the processDesign and Approval of designing the fiscal 2012 compensation program and making fiscal 2012 pay decisions was selecting the correct performance metrics for incentive plans and considering the extent to which the company performed against those metrics at the endour Programs. Mr. Rodkin, our CEO, played an important role in two key areas of the appropriate performance periods. This is an area in which Mr. Rodkin was consulted. In particular, the Committee asked Mr. Rodkin to provide his views on the appropriate company goals to use fordesign and approval of fiscal 2012 incentive plans based on his understanding of investor expectations and how those expectations are reflected in our operating plans. At the end of the incentive performance period, he offered the Committee his views of the company’s actual performance against expectations. The Committee had sole authority to approve the program metrics and payouts, but found Mr. Rodkin’s views regarding how the business performed during the fiscal year valuable.2013 executive compensation.

Individual Performance.  With respect to individual performance, which also informed fiscal 2012 compensation decisions, the Committee relied on regular performance evaluations of the senior leadership team and focused on the outcome of strategic projects and initiatives, whether organizational goals were met, and the leadership behaviors exhibited. The full Board participated in a formal evaluation of Mr. Rodkin’s performance for fiscal 2012. As a part of this process, Mr. Rodkin provided the Board with a self-assessment. For the other named executive officers, none of whom reports directly to the Board, Mr. Rodkin shared his assessment of their performance with the Committee. As part of this assessment, Mr. Rodkin provided his view on the level of salary and incentive compensation that the Committee should consider awarding to the individuals. Neither Mr. Rodkin nor any other individual named executive officer plays a direct role in his or her own compensation determination.

The remainder of this CD&A focuses primarily on fiscal 2012 compensation decisions. Our senior Human Resources and Legal officers and our Compensation and Benefits Department work closely with the Committee to implement and administer the approved programs and support the Committee in communications with its consultant.

Key Elements of our Fiscal 20122013 Executive Compensation Program

The fiscal 20122013 pay packages for our named executive officers consisted of salary, short- and long-term incentive opportunities and other benefits discussed below. the following primary components:

The Committee believes that using a mix of compensation types (salary, cash incentives, and equity) and performance periods (one-year and three-year periods) promotes behavior consistent with our long-term strategic plan and minimizes the likelihood of executives having significant motivation to pursue risky and unsustainable results.

By design, targeted incentive compensation for the named executive officers for fiscal 20122013 was a significant percentage –— more than 75% –76% — of total compensation. This is shown in the charts below. The Committee’s general policy is to provide the greatest percentage of the incentive opportunity in the form of long-term compensation payable in shares of our common stock. The Committee believes the emphasis on stock-based compensation is the best method of aligning management interests with those of our stockholders.

Named Executive Officer Considerations. The Committee, and in the case of our Chief Executive Officer, the independent directors, specifically considered the following when setting compensation opportunities and determining final payouts for each of our named executive officers for fiscal 2012:2013:

Mr. Gary M. Rodkin. Mr. Rodkin has been our Chief Executive Officer and Presidenta member of our Board of Directors since 2005. The Committee believes that within the company, Mr. Rodkin should have the highest ratio of incentive pay to salary and largest aggregate compensation opportunity. For fiscal 2012,2013, consistent with this belief, the Committeeindependent directors set Mr. Rodkin’s salary, annual incentive opportunity under the Management Incentive Plan, or MIP, and long-term incentivesincentive opportunities (comprised of performance shares and stock options) at a level higher than the comparable opportunities for the other named executive officers. The Committee also took into account Mr. Rodkin’s leadership, particularly in connection with developing and successfully executing the strategy to enhance our private brands presence and acquire Ralcorp, value to the company and accountability for the performance of the entire organization. The Committee also reviewedorganization, and external market data relevant to Mr. Rodkin’s role. For fiscal 2012, Mr. Rodkin’s targeted total direct compensation opportunity was below the Committee’s directional market positioning range. For fiscal 2013, the Committee recommended to the full Board, and the full Board approved an increase in Mr. Rodkin’s base salary. Mr. Rodkin had not received a base salary increase since he joined the company in 2005.data.

Mr. John F. Gehring. Mr. Gehring has served as our Executive Vice President and Chief Financial Officer since 2009. Since he joined ConAgra Foods in 2002, Mr. Gehring has held roles with increasing responsibilities within our Finance organization, and subsequently added oversight responsibility for our Information Technology function. Today, Mr. Gehring has responsibility forincluding responsibilities over key areas such as Accounting, Treasury, Risk, Investor Relations, Information Technology, Enterprise Business Services and Aviation. The Committee considered the significant growth in his role, the broad scope of his responsibilities, his tenure and performance against individual objectives, his key role and substantial contributions in completing the Ralcorp acquisition, internal equity, and external market data in setting his compensation opportunities and determining actual incentive payouts for fiscal 2012. For2013.

Ms. Colleen R. Batcheler: Ms. Batcheler has served as our Executive Vice President, General Counsel and Corporate Secretary since September 2009. Since she joined ConAgra Foods in June 2006 as Vice President, Chief Securities Counsel and Assistant Corporate Secretary, she quickly progressed through leadership roles within the Legal organization, being named Corporate Secretary in September 2006 and Senior Vice President, General Counsel and Corporate Secretary in February 2008. During fiscal 2012, Mr. Gehring’s targeted total direct2010, she assumed responsibility for the company’s Government Affairs function. When setting Ms. Batcheler’s compensation opportunity was

below the Committee’s directional market positioning range. Mr. Gehring received a base salary increaseopportunities and determining actual incentive payouts for fiscal 2013, following the Committee’s considerationCommittee considered Ms. Batcheler’s continued demonstrated growth in her role, leadership as an advisor and significant contributor to the Ralcorp acquisition, her achievement in controlling administrative cost, and demonstrated results as a trusted advisor to the senior leadership team and the organization in all aspects of the organization’s legal matters.

Mr. Brian L. Keck. Mr. Keck has served as our Executive Vice President and Chief Administrative Officer since 2010, when he joined the company. During fiscal 2013, he had responsibility for our Human Resources, Communication & External Relations, Facilities and Real Estate functions. In connection with the Ralcorp acquisition, which Mr. Keck contributed to completing, Mr. Keck also assumed responsibility for leading a dedicated, cross-functional integration team. The Committee considered Mr. Keck’s contributions to the Ralcorp transaction, extensive responsibilities, performance against individual objectives, market data and internal pay equity in setting his compensation opportunities and determining actual incentive payouts for fiscal 2013.

Mr. Paul T. Maass. Mr. Maass was the President of our Commercial Foods business until May 2013 and interim president of its Lamb Weston operation from 2010 until January 2013. In February 2013, Mr. Maass hired a new president of Lamb Weston, reporting to him. Following the end of fiscal 2013, Mr. Maass added significantly to his existing responsibilities, taking over management of the company’s private brands and foodservice businesses. His title was changed to President, Private Brands and Foodservice in June 2013. Since he joined ConAgra Foods in 1988 as a commodity merchandiser, he quickly progressed through leadership roles within our Commercial Foods businesses and assumed roles of increasing importance to the company. The Committee considered Mr. Maass’ significantly increased responsibilities, tenure and growth in a senior leadership role, business unit performance, internal equity, and external market data in setting his compensation opportunities and determining actual incentive payouts for fiscal 2012 performance and, to a lesser extent, directional market positioning ranges.2013.

Mr. Andre J. HawauxHawaux.. Mr. Hawaux, has beenwho voluntarily resigned from the company shortly after the end of fiscal 2013, received the second highest overall compensation opportunity for fiscal 2013. At the start of fiscal 2013, Mr. Hawaux

was serving as President of our Consumer Foods business, a position he held since 2009. Our Consumer Foods business represented almost two-thirds of our fiscal 2012 net sales. From 2006 to 2009, Mr. Hawaux was our Executive Vice President, Chief Financial Officer. In setting Mr. Hawaux’s compensation opportunities for fiscal 2012,2013, the Committee considered the significant responsibilities held by Mr. Hawaux, including the size of histhe business he led, as well as his tenure, fiscal 20112012 business performance, internal equity, and external market data. For fiscal 2012, Mr. Hawaux’s targeted total direct compensation opportunity was below the Committee’s directional market positioning range. Mr. Hawaux received a salary increase for fiscal 2013, as a result of the Committee’s consideration of the size and strategic importance of the Consumer Foods business and his performance in the face of challenging business conditions.

conditions during 2012. Mr. Brian L. Keck.  Mr. Keck has served as our Executive Vice President and Chief Administrative Officer since 2010, when he joined the company. He has responsibility for our Human Resources, Communications and External Relations, Facilities and Real Estate functions. The Committee considered Mr. Keck’s extensive prior experience, responsibilities, market data and internal pay equity in setting his compensation opportunities for fiscal 2012. For fiscal 2012, Mr. Keck’s targeted total direct compensation opportunity was above the Committee’s directional market positioning range. Mr. Keck did not receive any compensation opportunity adjustment for fiscal 2013.

Mr. Paul Maass.  Mr. Maass has been the President of our Commercial Foods business and the interim president of its Lamb Weston operation, since 2010. Since he joined ConAgra Foods in 1988 as a commodity merchandiser, he quickly progressed through leadership roles within our Commercial Foods businesses. Our Commercial Foods business represented slightly more than one third of our fiscal 2012 net sales. The Committee considered Mr. Maass’ tenure in a senior leadership role, internal equity, and external market data in setting his compensation opportunities for fiscal 2012, including his long-term incentive opportunity, which was slightly lower than thatHawaux ceased to be an executive officer of the other named executive officers. For fiscal 2012,company on May 2, 2013. Mr. Maass’ targeted total direct compensation opportunity was below the Committee’s directional market positioning range. ForHawaux’s fiscal 2013 MIP payout was made in accordance with plan terms and paid at a level equal to the Committee approved an increasefunded amount. Mr. Hawaux forfeited any payout under the fiscal 2011 to Mr. Maass’ base salary and long-term compensation opportunities. In doing so, the Committee considered Mr. Maass’ significant growth in his role, the importance2013 cycle of the business for which he is responsible and the turnaround of the Lamb Weston operations under his leadership during fiscal 2012.performance share plan.

Below is a more detailed analysis of each element of the fiscal 20122013 compensation program for our named executive officers, as well as actual fiscal 20122013 payouts under the programs.

Salaries. We pay salaries to our named executive officers to provide them with a base level of fixed income for services rendered. Less than 25%On average, 24% of each named executive officer’s total compensation opportunity for fiscal 20122013 was provided in the form of base salary. During July 2012, the Committee increased fiscal 2013 base salaries of several named executive officers as follows: Mr. Rodkin to $1,100,000 per year; Mr. Gehring to $525,000 per year; Ms. Batcheler to $460,000 per year; and Mr. Maass to $525,000 per year. In connection with increasing Mr. Maass’ scope of responsibility to include leading the company’s private brands and foodservice businesses in May 2013, the Committee increased Mr. Maass’ salary to $600,000. These increases were made after the Committee considered the factors further described above in “Named Executive Officer Considerations”.

Incentive Programs. Consistent with its overall compensation objectives, the Committee aligned management compensation with company performance through a mix of annual and long-term incentive opportunities for fiscal 2012.2013. Opportunities under these programs combined to represent at least 77%an average 76% of the named executive officers’ compensation opportunity. Financial targets disclosed in this section are done so in the limited context of these incentive plans and they are not statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Annual Incentive Plan. The fiscal 20122013 MIP provided a cash incentive opportunity to approximately 2,0002,150 employees. For eachAs described below under the heading “Tax and Accounting Implications of the named executive officers,Committee’s Compensation Decisions,” the Committee usedimplemented a framework for the termsfiscal 2013 MIP that was intended to allow annual incentive awards to be tax deductible under Section 162(m) of the Internal Revenue Code through the use of an overarching diluted EPS goal. The Committee established fiscal 20122013 MIP to guide its determination ofperformance metrics that closely align with the annual incentive amounts payable to each of the named executive officers. Thecompany’s growth goals. Actual fiscal 20122013 MIP payments were based on:

Below is a discussion of how each of these considerations was applied to the fiscal 20122013 awards earned by the named executive officers.

First Consideration: Were Pre-Established Performance Goals Met? At the start of fiscal 2012,2013, the Committee approved PBTa change to the design of the fiscal 2013 MIP from prior year MIP programs to provide for performance metrics that more closely aligned with the company’s growth goals. The Committee approved net income and net sales goals under the fiscal 2013 MIP, and developed corresponding threshold, target and maximum senior management incentive opportunities at correspondingopportunities. The named executive officers were eligible to earn a payout equal to:

No portion of the incentive was guaranteed. Higher levels of PBT. The Committee retained discretionfinancial performance were designed to exclude items impacting comparability from company-wide PBT results accordingresult in payouts of up to the terms200% of the plan. targeted amounts.

The PBT goals for the fiscal 20122013 MIP applicable to the named executive officers were:

The target PBT was established to align with our guidance to stockholders that fiscal 2012 diluted EPS, adjusted for items impacting comparability, was expected to grow low- to mid- single digits over comparable fiscal 2011 EPS. Target PBT correlated to EPS on the high end of the range. The following table shows the ranges of authorized payments (expressed as a percentage of salary) for the named executive officers for the threshold, target and maximum PBTnet income and net sales goals approved for the fiscal 20122013 MIP. PayoutsIf threshold net income and threshold net sales were tonot met, no payments would be interpolated betweenmade under the PBT markers according to a Committee approved payout slope.fiscal 2013 MIP.

The fiscal 2012 MIP defined PBT as the company’s income tax expense plus net income from continuing operations. To incent management to make decisions that have positive long-term impacts, even at the expense of shorter term results, and to prevent one-time gains and losses from having too great of an impact on plan payouts, the terms ofCommittee retained discretion to exclude items impacting comparability from company-wide results and adjust the fiscal 2012 MIP allowed PBT to be adjustedperformance metrics for specific items that occurred during the fiscal year. For fiscal 2012,2013, the Committee approved adjustments to eliminate the impacts during the year of several items, theincluding items that were not contemplated in our fiscal 2013 annual operating plan. The most notable adjustment was the removal of which was an accounting change adopted byfinancial results of Ralcorp and other acquisitions that occurred after the company. In the fourth quarterstart of fiscal 2012, we adopted a change in an accounting method related to our pensions. The change included a decision to immediately recognize certain actuarial gains and losses in pension liabilities and assets annually, versus deferring their recognition and amortizing them over time. This change required us to reduce previously reported

pension-related amortization expense and created an incremental change to earnings in fiscal 2012 for the immediate recognition of certain actuarial gains and losses in pension liabilities and assets. For purposes of the fiscal 2012 MIP, we excluded the impact of this change.2013. For fiscal 2012,2013, the Committee also approved adjustments to eliminate the impacts during the year of restructuring events, gains on the acquisition of a majority interest in Agro Tech Foods Ltd., net hedge gains recognized within general corporate expenses, costs associated with the acquisition and integration of Ralcorp and with the proposed Ardent Mills transaction, an impairment related to assets acquired in connection with the bankruptcy of a former supplier, the net benefit of settlements relating to certain legal and environmental contingencies, the impact of charges relating to legal contingencies.certain components of pension expense that do not represent the current incremental cost of pensions, and, from net sales, the impact of volatility in wheat prices, since those prices are passed directly onto customers.

The company achieved fiscal 2012 PBT2013 net income of $1,117$865.9 million for MIP purposes, which was between target and maximum performance levels, and fiscal 2013 net sales of $13,904.3 million for MIP purposes, which was between threshold and target performance levels. According to the pre-established goals, this performance level equated to a payout of 78%119% of target MIP awards.awards, subject to the Committee’s discretion to increase or decrease final payouts as described next.

Second Consideration:How was the Business Plan Delivered? Once the PBTperformance metrics review was complete, the Committee considered the manner in which management executed the operating plan during the year. The fiscal 20122013 MIP gave the Committee discretion to modifyincrease or decrease final payouts by up to 25% based on this assessment.

Mr. Rodkin provided his views to the Committee during this process. Mr. Rodkin recognized that we did not achieve the company-wide PBT target set at the start of the fiscal year, and communicated his strong belief that pay levels should be commensurate with the above target performance. Mr. Rodkin emphasized the strong profit performance in the Commercial Foods segment and the sequential volume improvement in the Consumer Foods segment. He notedalso advised the challenges experienced byCommittee of his recommendation that payouts should fund at the business, and his disappointmentlevel earned - 119% of target - but that, consistent with the company’s below-target PBT results. Mr. Rodkin advisedpay for performance philosophy, a portion of this funded amount be set aside to reward the Committee, however, that even with below-target PBT performance,highest performers within the company had many successes during the year, such as (1) the strong turn-around of the company’s Lamb Weston business, (2) effective pricing initiatives designed to offset input cost inflation, (3) $694 million in portfolio investments from acquisitions, (4) successful performance against cost savingsorganization (at all incentive eligible levels) and operating cash flow goals and (5) accomplishments of the various business functions. Mr. Rodkin recommended that payouts fund at levels equal to 113% of target amount be authorized for the 78% level authorized under the PBT formula.named executive officers prior to considering individual performance. The Committee concurred with Mr. Rodkin’s assessment and agreed with him that payouts at levels equal to 78% of the target amount authorized under the PBT performance metric would be generally appropriate prior to considering individual performance.assessment.

Third Consideration: How Did Each Named Executive Officer Perform?The Committee’s final consideration in determining each named executive officer’s fiscal 20122013 MIP payout was an assessment of his individual performance. Mr. Rodkin’s input on the individual contribution of these leaders assisted the Committee in approving specific MIP payouts. In line with the company’s strong pay for performance philosophy, Mr. Rodkin shared his perspective that given the overall performance of the company, at a minimum, the formulaically derived payouts were appropriate for each of the named executive officers. Additionally, he recommended that several of the named executive officers be paid at slightly above the funded amount. Mr. Rodkin’s recommendation was in recognition of the significant time and efforts dedicated by Messrs. Gehring and Keck. He shared his views thatKeck and Ms. Batcheler to successfully completing the Ralcorp transaction, and in recognition of the significant time and efforts dedicated by Mr. Maass should be rewarded at a level above 78% of target, givento the strong turn-around of the Lamb Weston operations under his effective leadership. Likewise, he shared his belief that despite the many accomplishments of the Consumer Foods segment in the face of external challenges in fiscal 2012, a slight reduction below the 78% level for Mr. Hawaux would be warranted given the performance of the segment.proposed Ardent Mills transaction. The Committee agreed, and approved MIP payouts to the named executive officers ranging from 70%113% to 100%118% of the targeted opportunity.opportunities. The full Board’s performance evaluation of Mr. Rodkin was used in determining his payout, and the Board concluded that the formulaically deriveda payout of 78%113% of target was appropriate for Mr. Rodkin givenRodkin. Under the performanceterms of our fiscal 2013 MIP, Mr. Hawaux was entitled to an award under the organization as a whole.plan. His actual award was paid based solely on company financial results and paid out at 113% of target.

The Committee believes that the MIP awards paid to the named executive officers for fiscal 20122013 are consistent with the level of accomplishment by the company and each named executive officer.

Long-Term Incentive Plan. The long-term incentive plan for senior officers includes an annual award of stock options and an annual award of performance shares that are settled in shares of common stock based on results over a three-year performance period. The performance shares reward the achievement over the three-year

performance period of metrics likely to have a significant impact on enterprise value. The program also rewards stock price appreciation directly through the granting of stock options. The ultimate value of earned performance shares, which are paid in stock, is also impacted directly by stock price.

The number of stock options and targeted performance shares granted, per named executive officer, has generally been flat in recent years, other than in connection with promotions. Instead of determining performance share grant sizes using a targeted dollar value, and then dividing that value by our stock price on the date of grant, the Committee has historically used a fixed share approach to determine target awards. The number of stock options granted was based on a determination that each full value share opportunity was equivalent to five options. Fiscal

2013 was a transformational year for ConAgra Foods, and the value of our stock increased significantly as a result. For fiscal 2014 and forward, the Committee has determined to use a value approach to setting performance share grant sizes. Grant sizes will be determined by dividing the dollar value of the targeted opportunity by the average of the closing market price of our common stock for the 30 trading days prior to, and not including, the date of grant. The Committee also intends to use a six-to-one ratio in determining stock option grant sizes.

The Committee firmly believes in aligning our senior officers’ interests with those of our stockholders. The significant extent to which equity is included in both the executive pay program overall and this program in particular evidences this belief. We describe each component of the plan below.

Stock Options. The use of stock options directly aligns the interests of the named executive officers with those of our stockholders. All options granted for fiscal 20122013 have an exercise price equal to the closing market price of our common stock on the date of grant, a seven-yearten-year term, and vest 40% on the first anniversary of the grant date, subject to the executive’s continued employment with the company. The remaining portion of the award vests in equal installments on the second and third anniversaries of the grant date, subject to the executive’s continued employment. The grant date fair value of the stock options awarded to our named executive officers is included in the “Option Awards” column of the Summary Compensation Table – Fiscal 2012 on page 32.2013. The number of options granted to each named executive officer under the fiscal 20122013 option program is set forth below. The number of options awarded to our named executive officers has not changed year-to-year according to stock price fluctuations, as the Committee believes that executives should not benefit from lower stock prices (in terms of number of options granted) or be punished when stock prices increase. The Committee considered the factors discussed above under the heading “Named Executive Officer Considerations” when determining grant sizes by individual. All grants were made on July 16, 2012 with an exercise price of $24.74 per share.

Performance Shares. Performance shares represent an opportunity to earn a defined number of shares of our common stock if we achieve the pre-set, three-year performance goals described below.goals. For each of the three performance periodscycles in effect during fiscal 2012,2013, the targeted number of performance shares for each named executive officer was as set forth in the table that follows.

The grant date fair value of the performance shares, granted in July 20112012 for the fiscal 20122013 to 20142015 cycle, is based on the probable outcome of the performance conditions, and is included in the “Stock Awards” column of the Summary Compensation Table – Fiscal 2012.2013. The Committee considered the factors discussed above under the heading “Named Executive Officer Considerations” when determining grant sizes by individual.

As indicated in the table above, the number of targeted performance shares, by named executive officer, has been flat, other than in connection with promotions. Instead of determining performance share grant sizes using a targeted dollar value, and then dividing that value by our stock price on the date of grant, the Committee used a fixed share approach to determine target awards in each of the outstanding cycles. For these performance cycles, the Committee concluded that a targeted dollar value approach would inappropriately skew the number of performance shares awarded (particularly during a recessed stock market). Instead, the Committee awarded the same number of target performance shares to the named executive officers each year, with the premise that the market will normalize over the three-year performance period of the awards. The Committee will continue to evaluate its approach, and ensure that targeted awards are appropriately sized.

Fiscal 2010 to 2012 and Fiscal 2011 to 2013 cyclesCycle: The actual number of shares of common stock that may be issuedearned for each of the fiscal 2010 to 2012 and fiscal 2011 to 2013 performance share cycles iscycle was determined based on a combination of growth in EBIT andthe company’s performance against targetsgoals for ROAIC goals.earnings before income taxes, or EBIT, growth and return on average invested capital, or ROAIC. The Committee selected these financial metrics at the beginning of the respective cyclescycle because it believed these metrics have a positive impact on stockholder value. These metrics are calculated as follows:

The following table below includes performance targets for a payout of 100% of the targeted shares granted for the fiscal 2010 to 2012 and fiscal 2011 to 2013 performance share cycle. In each ofTargets for the fiscal 2010 to 2012 and fiscal 2011 to 2013 program cycles, the targets arecycle were designed such that lower levels of combined EBIT growth and ROAIC arewould be rewarded at significantly less than a full payout onof the granted performance shares.

The fiscal 2010 to 2012 cycle required EBIT growth of at least 4.5% for a payout to occur, regardless of ROAIC performance. Because our results were short of the required EBIT growth goal, no actual payout of performance shares occurred under this cycle. Similarly, the fiscal 2011 to 2013 cycle requiresrequired EBIT growth of at least 4.0% for a payout to occur, regardless of ROAIC performance.

The maximum number of shares that could behave been earned under the fiscal 2010 to 2012 cycle of the performance share plan was 300% of the targeted number of performance shares. When creating the fiscal 2011 to 2013 cycle of the program in July 2010,performance share plan was 200% of the Committee reduced this maximum to 200%. The Committee made this change after a reviewtargeted number of market practices.performance shares. No awards arewere guaranteed under these cyclesthis cycle and the number of shares that could behave been earned under these cyclesthis cycle interpolates between 0%zero and two times target.

At the maximum target amounts.end of fiscal 2013, the fiscal 2011 to 2013 cycle of the long-term program concluded. We delivered a combined level of three-year compound EBIT growth and three-year average ROAIC over the performance period (after adjustments) that equaled a funding level of approximately 66% of target. This funding level was achieved through the delivery of three-year compound EBIT growth of approximately 5.5%, and a three-year average ROAIC of approximately 12.6%. EBIT growth and average ROAIC for the fiscal 2011 to 2013 cycle were calculated taking into account the adjustments to net income discussed above under the fiscal 2013 MIP, as well as adjustments to eliminate gains from (1) the accounting impact of acquiring a majority interest in our Indian affiliate and (2) the sale of assets during the three-year period. In addition, Ralcorp’s EBIT for the period that we owned the business, and one-third of Ralcorp’s capital for the period that we owned the business were included in the calculation. Because the cycles are intended to take into account long-term performance, including benefits from capital allocation decisions such as completing acquisitions, the Committee determined it was appropriate to include the Ralcorp financial results in determining whether the goals for this cycle were met.

The table below lists the number of shares of common stock that were issued to the named executive officers following fiscal 2013 for the fiscal 2011 to 2013 cycle (amounts include dividend equivalents, which were paid in additional shares). Pursuant to the terms of the performance share plan, Mr. Hawaux did not receive a payout of performance shares under the fiscal 2011 to 2013 cycle as he resigned from the company prior to the date financial results were certified and payouts made.

Fiscal 2012 to 2014 cycleand Fiscal 2013 to 2015 Cycles: For the fiscal 2012 to 2014 cycleand fiscal 2013 to 2015 cycles of the performance share plan, the Committee approved a change to the performance metrics. In lieu of EBIT and ROAIC goals, the Committee approved goals based on our three-year average cash flow return on operations, which we refer to as CRO, and three-year average net sales growth. The Committee made this change following an extensivea review throughout fiscal 2011, with management and its compensation consultant’s assistance,consultant of financial metrics that would ensurehave strong alignment between participant incentives and the behaviors necessary to drive business success in line with investor expectations. Although EBIT and ROAIC remain important metrics and continue to be the performance objectives for the outstanding fiscal 2011 to 2013 cycle of the performance share plan, the Committee ultimately determined that a set of metrics with strong emphasis

Primary Metric Based on net sales growth, return on investments, and operating cash flow growth were preferable for the fiscal 2012 to 2014 cycle.

CRO.The primary metric for the fiscal 2012 to 2014 cycle,and fiscal 2013 to 2015 cycles, CRO, is calculated by dividing operating cash flow by average invested capital as follows:

The maximum number of shares that can be earned under the primary metric of CRO for each of these cycles is 200% of the targeted number of performance shares. Achievement of a threshold level of three-year average CRO of 12.0%, which is the threshold CRO for each of the fiscal 2012 to 2014 cycle and fiscal 2013 to 2015 cycle results in a threshold payout equal to 25% of each participant’s approved target opportunity. Target CRO forFor the fiscal 2012 to 2014 cycle, target CRO is 14.4% and could result in a payout equal to 100% of each participant’s approved target opportunity, and maximum CRO of 15.6% could result in a payout equal to 200% of each participant’s approved target opportunity, in each case subject to application of Committee discretion. For the fiscal 2013 to 2015 cycle, target CRO is 15.1% and could result in a payout equal to 100% of each participant’s approved target opportunity, and maximum CRO of 16.4% could result in a payout equal to 200% of each participant’s approved target opportunity, in each case subject to application of Committee discretion.

Secondary Metric Based on Net Sales Growth.If threshold CRO of 12.0%13.2% is achieved in the fiscal 2012 to 2014 cycle, and if CRO of 13.3% is achieved in the fiscal 2013 to 2015 cycle, an additional payout may be made based on athe secondary metric of three-year average net sales growth. The additional payout under this secondary metric can be up to a maximum of 20% of target, if average net sales growth of 6% or more is achieved.achieved for each cycle. Average net sales growth below 2% during the period below 2% isrespective cycles would not be rewarded.

As a result of the two-metric structure, high levels of financial performance can result in payouts up to a total of 220% of targeted amounts,shares under each of these cycles, 200% based on the primary metric, CRO, and 20% based on the secondary metric, average net sales growth.

For all cycles, the Committee maintains the ability to adjust financial metrics to account for items impacting comparability. The recent Ralcorp acquisition and financing activities related thereto are a likely source of future adjustments given the performance share plan’s focus on our return expectations pre-Ralcorp. The Ralcorp transaction has already been accretive to our EPS but, as previously discussed with investors, we have downwardly

At

revised our expectations for return on invested capital for the end of fiscal 2012, the fiscal 2010 to 2012 cyclenext several years because of the acquisition. Management made the decision to accept near-term returns that are below long-term program concluded. Although our three-year average ROAIC of 12.3% was above our targeted amount of 11%, our EBIT growth of 1.7% was shorttargets because of the three-year compound EBIT growth goalstrategic significance of 4.5% that servedthis transaction, a trade-off frequently made in strategic M&A. Specific impacts are currently being analyzed although increasing complexity is expected as a gatemanagement continues the critical process of integrating the Ralcorp business and its financial systems and results into ConAgra Foods’. The integration will make it difficult to any payout. As a result, no payout of performance shares occurred under this cycle.

With respect toidentify and adjust for Ralcorp specific items impacting CRO and net sales for the fiscal 2011 to 2013 program andoutstanding fiscal 2012 to 2014 program,and fiscal 2013 to 2015 cycles of the performance share plan. However, because management’s decision to acquire Ralcorp has significantly, positively affected stockholder value, the Committee, with the aid of its compensation consultant, will continue to evaluate the impact of the Ralcorp transaction and its financing on these metrics. The Committee’s goal will continue to be aligning pay and performance and incenting senior leaders to make decisions that advance our long-term, sustainable growth.

The fiscal 2012 to 2014 and fiscal 2013 to 2015 cycles of the performance share plan are ongoing and thus no payouts have yet been earned.

Other Features. Performance shares that have not been paid at the time of a participant’s termination of employment are forfeited. An exception allows for pro-rata payouts in the event of death, disability or retirement. The Committee has also retained the discretion to provide for payouts on termination when it finds it appropriate and in the best interest of the company. To date, however, the Committee has not used this discretion. Both this exception and discretion are subject to satisfaction of the performance goals. Dividend equivalents are paid on the portion of performance shares actually earned, and are paid at the regular dividend rate in shares of our stock.

Other Fiscal 20122013 Compensation. The additional elements of our compensation program for the named executive officers during fiscal 20122013 were as follows:

Discretionary Bonus or Equity Grant. The Committee may choose to approve a sign-on or discretionary bonus or equity grant for a senior officer if it deems it necessary as a recruitment tool or to recognize extraordinary performance. Discretionary cash bonuses are included in the “Bonus” column of the Summary Compensation Table – Fiscal 20122013 and the grant date fair value of a sign-on or discretionary equity award is included in either the “Stock Awards” or “Option Awards” column of the table, as appropriate. During fiscal 2013, the Committee granted restricted stock units to three named executive officers who were instrumental to the acquisition of Ralcorp. The grants were in recognition of the significant time and effort these executives dedicated to successfully completing the transaction and the terms on which the transaction was completed: Mr. Gehring: 4,601 restricted stock units; Ms. Batcheler: 4,601 restricted stock units; and Mr. Keck: 3,068 restricted stock units. These restricted stock units vest 100% one year after the date of grant of February 26, 2013, as described further in the Outstanding Equity Awards at Fiscal Year-End – Fiscal 2013 table below. In connection with increasing Mr. Maass’ scope of responsibility to include leading the company’s private brands and foodservice businesses in May 2013, the Committee granted him 15,000 restricted stock units. These restricted stock units vest 100% three years after the date of grant of May 15, 2013, as described further in the Outstanding Equity Awards at Fiscal Year-End – Fiscal 2013 table below. No sign-on or discretionary bonus or equity grant awardscash bonuses were made to named executive officers during fiscal 2012.2013.

Benefit Programs. We offer a package of core employee benefits to our employees, including our named executive officers. With respect to health and welfare benefits, we offer health, dental and vision coverage, and life and disability insurance. The company and employee participants share in the cost of these programs. Each of the named executive officers was also entitled to participate in an executive physical program during fiscal 2012.

The company covered the cost of the physical, although the executive was responsible for the taxes associated with the program. As an alternative to participation in the executive physical program, each of the named executive officers was entitled to elect participation in a medical access program, with the cost of the program imputed to the executive as taxable income. We also offer a matching-gifts program through our ConAgra Foods Foundation. To maximize community impact, the ConAgra Foods Foundation will match, dollar for dollar, donations employees make to eligible organizations, up to $1,000 in a calendar year. Donations made by the Foundation on behalf of a named executive officer are shownincluded in the “All Other Compensation” column of the Summary Compensation Table – Fiscal 2012.2013.

With respect to retirement benefits, we maintain qualified 401(k) retirement plans (with a company match on employee contributions) and qualified pension plans. The named executive officers are entitled to participate in these plans.plans on the same terms as other employees.

Some of the named executive officers and other employees at various levels of the organization participate in a non-qualified pension plan, non-qualified 401(k) plan and/or voluntary deferred compensation plan. The non-qualified pension and non-qualified 401(k) plans permit us to pay retirement benefits in amounts that exceed the limitations imposed by the Internal Revenue Code which we refer to as the Code, under our qualified plans. With respect to the non-qualified pension plan, the employment agreement entered into with Mr. Rodkin upon his hiring in 2005 providesprovided that, as long as he remained employed until age 60, years of service for purposes of calculating benefits will be credited at a three-for-one rate until he has service credit of thirty years. Mr. Rodkin’s agreement also provides that the annual earnings amount to be used in the pension benefit formula under the non-qualified pension plan will be no less than $3.0 million. Any benefits payable to Mr. Rodkin under the Non-Qualified Pension are subject to offset for benefits paid or payable to him under supplemental pension plans his prior employer may have maintained for his benefit. The Committee has not offered additional years of credited service under the pension plan to other named executive officers.

The company’s deferred compensation plan allows the named executive officers, as well as a broader group of approximately 800 employees, to defer receipt of up to 50% of their base salary and 85% of their annual cash incentive compensation. The program permits executives to save for retirement in a tax-efficient way at minimal administrative cost to the company. Executives who participate in the program are not entitled to above-market (as defined by the SEC) or guaranteed rates of return on their deferred funds.

We showinclude contributions made by the company to the named executive officers’ 401(k) plan and non-qualified 401(k) plan accounts in the “All Other Compensation” column of the Summary Compensation Table – Fiscal 2012.2013. We provide a complete description of these retirement programs under the headings “Pension Benefits – Fiscal 2012”2013” and “Non-Qualified Deferred Compensation – Fiscal 2012”2013” below.

Perquisites. The Committee’s philosophy on perquisites for senior officers has been consistently communicated over the years. Members of senior management are not eligible for indirect pay except in limited circumstances. In particular, each of the named executive officers was entitled to participate in an executive physical program during fiscal 2013. The company covered the cost of the physical, although the executive was responsible for the taxes associated with the program. As an alternative to participation in the executive physical program, each of the named executive officers was entitled to elect participation in a medical access program, with the cost of the program imputed to the executive as taxable income. The incremental cost to the company of providing these benefits is included in the “All Other Compensation” column of the Summary Compensation Table – Fiscal 2012.2013.

The Committee has determined it appropriate to cover Mr. Rodkin by our security policy. As a result, he is required to take corporate aircraft for all business and personal air transportation. To offset a portion of the incremental cost to the company of Mr. Rodkin’s personal use of corporate aircraft, in 2007 we entered into an aircraft time share agreement with Mr. Rodkin. Under the agreement, Mr. Rodkin is responsible for reimbursing us, in cash, in amounts to help offset a portion of our incremental costs of personal flights, consisting of the cost of fuel and incidentals such as landing and parking fees, airport taxes and catering costs for such flights. We do not charge Mr. Rodkin for the fixed costs that would be incurred in any event to operate company aircraft (for example, aircraft purchase costs, maintenance, insurance and flight crew salaries).

Relocation Benefits.  We offer relocation benefits to employees at many levels in our organization. These benefits are available upon hire or an internal movement requiring a change in primary business location. Mr. Keck received relocation benefits in fiscal 2011 upon hire that are consistent with our standard relocation package. In fiscal 2012, the company incurred incremental costs related to Mr. Keck’s relocation in the form of charges by the relocation company that administered Mr. Keck’s home sale. These costs are included in the “All Other Compensation” column of the Summary Compensation Table – Fiscal 2012 for Mr. Keck.

Change of Control / Severance Benefits. We have agreements with our named executive officers that are designed to promote stability and continuity of senior management in the event of a change of control. The Committee routinely evaluates participation in this program and its benefit levels to ensure their reasonableness.

Following a review of market practices during fiscal 2012, the Committee adopted a policy that any future change in control benefits will be structured without any excise tax gross-up protection. For example, if the company promotes or hires an individual to a position that is, in the Committee’s view, appropriate for change of control program participation, the individual will not be entitled to any excise tax gross-up protection. Although the Committee continues to believe in the importance of maintaining a change of control program, it believes that offering excise tax gross-ups to future participants would be inappropriate relative to best executive pay practices. We provide a complete description of the amounts potentially payable to our named executive officers under these agreements under the heading “Potential Payments Upon Termination or Change of Control”.

We have also adopted a broad severance plan applicable to most salaried employees, including the named executive officers. In some circumstances, as part of negotiations during the hiring or recruiting process, we have supplemented this plan with specific severance arrangements with our named executive officers.officers (Messrs. Rodkin and Keck). Our existing severance arrangements with the named executive officers are also described under the heading “Potential Payments Upon Termination or Change of Control”.

Employment and Letter Agreements. We are a party to an employment agreement with Mr. Rodkin. Mr. Rodkin’s employment agreement generally describes his duties and responsibilities, provides for a minimum base salary and vacation allowance, and subjects Mr. Rodkin to our stock ownership guidelines and to customary confidentiality and one-year non-competition and non-solicitation restrictions. The agreement also provides for indemnification, participation in our annual incentive program at a minimum target opportunity of 200% of base salary, and participation in our long-term incentive programs, our employee and executive pension and deferred compensation plans, our 401(k) plan and our welfare benefit plans and programs. For more information about the terms of Mr. Rodkin’s participation in our pension plans and deferred compensation plans, as provided for in the agreement, see below under the headings “Pension Benefits – Fiscal 2012”2013” and “Non-Qualified Deferred Compensation – Fiscal 2012”2013”. The agreement also provides for severance, termination and change of control benefits further described below under the heading “Potential Payments Upon Termination or Change of Control”.

We are also a party to letter agreements with each of Messrs. Hawaux and Keck. Mr. Hawaux’s 2006a letter agreement andwith Mr. Keck. Mr. Keck’s 2010 letter agreement provideprovides for a minimum base salary and the officers’his participation in our annual and long-term incentive programs, our employee and executive pension plans,plan, our 401(k) plan and our welfare benefit plans and programs. TheseThe letter agreementsagreement also provideprovides for severance, termination and change of control benefits further described below under the heading “Potential Payments Upon Termination or Change of Control”. Mr. Keck’s letter agreement also provided for a grant of 40,000 restricted stock units that vest over three years, as described further in the Outstanding Equity Awards at Fiscal Year-End – Fiscal 20122013 table below, provides for repayment of a portion of his sign-on bonus under certain termination scenarios, and subjects him to our stock ownership guidelines.

Fiscal 2013 Programs

The Committee reviewed and approved fiscal 2013 compensation opportunities for our executive and senior officers in July 2012. As noted previously, the Committee approved increases to base salaries for Messrs. Rodkin, Gehring, Hawaux and Maass.

The Committee also approved a change to the design of the fiscal 2013 MIP to provide for performance metrics that more closely align with the company’s growth goals. Payouts to the named executive officers under the fiscal 2013 MIP require the achievement in fiscal 2013 of (1) a threshold level of diluted earnings per share from continuing operations (“EPS”) and (2) company-wide goals for net income and net sales. The named executive officers will be entitled to a payout equal to 75% of their approved target incentive if the company achieves a threshold level of performance in both EPS and net income and a payout equal to 25% of their approved target incentive if the company achieves a threshold level of performance in both EPS and net sales. No portion of the incentive is guaranteed. High levels of financial performance can result in payouts up to 200% of targeted amounts. The Committee retained the discretion to modify final payout levels based on (1) the methods by which

actual financial results are achieved, (2) individual performance and (3) extraordinary corporate events. The Committee made this change in plan metrics after extensive review with management’s and its compensation consultant’s assistance.

With respect to long-term incentives, the Committee approved grants of performance shares and stock options for our named executive officers as it has in the past. The structure of the performance share plan remains materially unchanged from the fiscal 2012 to 2014 cycle described above. However, after reviewing market data and discussing the matter with its compensation consultant, the Committee did approve a change to the term of stock option grants from seven years to ten years. This change is prospective only, and does not affect any previously granted awards.

There was no material change in the compensation elements described under “Other Fiscal 2012 Compensation” above.

Committee’s Views on Executive Stock Ownership

The Committee has adopted stock ownership guidelines applicable to approximately 180185 of our senior employees and the guidelines, represented as a percentage of salary, increase with greater responsibility within the company. The Committee has adopted these guidelines because it believes that management stock ownership promotes alignment with stockholder interests. The named executive officers are expected to reach their respective ownership requirement within a reasonable period of time after appointment. Shares personally acquired by the executive through open market purchases or through our 401(k) plan or employee stock purchase plan, as well as restricted stock units restricted shares and shares acquired upon the deferral of earned bonuses are counted toward the ownership requirement. Neither unexercised stock options nor unearned performance shares are counted. The following table reflects ownership as of July 27, 2012.31, 2013.