EXHIBIT 10.2
CONAGRA FOODS, INC.
AMENDED AND RESTATED
NONQUALIFIED CRISP PLAN
1. Purpose. The Company has previously adopted the ConAgra Retirement
Income Savings Plan ("Qualified CRISP"). The Qualified CRISP is qualified under
Code ss. 401(a). Regardless of a qualified plan's benefit formula, the Code
imposes restrictions upon the benefits that may be provided under plans
qualified under Code ss. 401(a), such as limitations under Code ss.ss.
401(a)(17), 401(k), 402(g) and 415 ("Code Restrictions"). These Code
Restrictions limit the amount of retirement benefits that may be provided
certain Company executives under the Qualified CRISP. This Plan is created for
the sole purpose and intended to make up the employer-provided benefits not
available under the Qualified CRISP benefit formula because of the Code
Restrictions.
2. Definitions. The following definitions shall apply to the Plan:
2.1 "Code" means the Internal Revenue Code of 1986, as amended.
2.2 "Committee" means the Human Resources Committee of the Company Board of
Directors.
2.3 "Company" or "ConAgra" means ConAgra Foods, Inc., a Delaware
corporation.
2.4 "ConAgra Controlled Group" means the controlled group of corporations
as described in Code ss. 414(b), which includes ConAgra.
2.5 "Employee" shall have the same meaning as set forth in the Qualified
CRISP.
2.6 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
2.7 "Participant" means an Employee who has satisfied the eligibility
requirements set forth in Section 3 of the Plan and who has not received his
total benefits under the Plan.
2.8 "Participant's Account" means an account established pursuant to
Section 6 of the Plan.
2.9 "Plan" means the ConAgra Foods, Inc. Nonqualified CRISP Plan, set forth
herein, as it may be amended from time to time.
2.10 "Plan Year" means the calendar year.
2.11 "Total and Permanent Disability" shall have the same meaning as set
forth in the Qualified CRISP.
2.12 "Year of Service" shall have the same meaning as set forth in the
Qualified CRISP.
3. Eligibility and Participation. Each Employee who meets the following
requirements shall participate in the Plan:
(a) The Employee's benefits under the Qualified CRISP are limited by
the Code Restrictions; and
(b) The Committee has selected the Employee to participate in the
Plan.
The Employee shall become a Participant in the Plan as of the first day the
Employee has met each of the above two (2) requirements, or such other date as
selected by the Committee. Each Participant shall continue to participate in the
Plan until all the benefits payable to the Participant under the Plan have been
paid.
4. General Benefit and Funding. The Company shall make a contribution to
each Participant's Account on the last day of each Plan Year in an amount equal
to the excess of (a) over (b), where:
(a) equals the employer contribution that would have been made to the
Qualified CRISP for the Participant had there not been any Code
Restrictions and assuming the Participant had made the maximum
employee contribution allowed under the Qualified CRISP (ignoring
the Code Restrictions), and
(b) equals the employer matching contribution that would have been
made to the Qualified CRISP for the Participant if the
Participant had made the maximum employee contribution allowed
under Qualified CRISP (ignoring the Code Restrictions).
The maximum employee contribution assumed in (a) above is computed ignoring
the Code Restrictions, but not the percentage limits on employee contributions
set forth in the Qualified CRISP and not the percentages imposed because of the
mathematical test under Code ss. 401(k)(3)(A).
5. Withholding. The Company shall withhold the applicable Old-Age,
Survivor, and Disability Insurance portion of FICA tax, if any, and Hospital
Insurance portion of FICA tax due on each contribution made to the Participant's
Account. The Company shall withhold any other applicable Federal, state or local
tax, required by law to be withheld, on each contribution made to the
Participant's Account.
6. Participants' Accounts. A separate account shall be established for each
Participant in the Plan ("Participant's Account"). Each Participant's Account
shall share in the earnings and losses of the Plan in proportion to the value of
the account on the first day of the valuation period. Each Participant's Account
shall be valued as often as determined appropriate by the Committee, but at
least once per Plan Year. A Participant's Account shall not be forfeitable for
any reason.
7. Payment of Benefits. The benefits payable under the Plan shall be
payable upon the same event that causes the payment of benefits under the
Qualified CRISP. The form of benefits hereunder shall be the same form as the
form of benefit payments provided under the Qualified CRISP with the same
elections to the Participant (and the Participant's spouse) as provided under
the Qualified CRISP, except that the payment of benefits hereunder shall be in
cash and shall be made based upon the valuation at the quarterly valuation
period immediately preceding the payment date. The amount of benefits shall be
based upon the balance in the Participant's Account with payment of benefits
from the Participant's Account payable until the Participant's Account has a
zero (0) balance.
8. Administration. The Plan shall be administered and interpreted by the
Committee. The Committee shall make all determinations with regard to the Plan
in the sole and absolute discretion of the Committee. The Committee shall have
the authority, subject to the provisions of the Plan, to establish, adopt or
revise rules and regulations as it deems necessary or advisable for the
administration of the Plan. Claims procedures and claims review procedures
required by ERISA shall be developed by the Committee. To the extent not
inconsistent with the provisions of the Plan, all determinations of the
Committee shall be final, conclusive and binding upon all the parties. Any
determination or decision that only affects a member of the Committee who is a
Participant shall be made by the members of the Committee other than such
Participant.
9. Beneficiary Designation. Designation of a beneficiary under the Plan
shall be in the same form and with the same restrictions as under the Qualified
CRISP.
10. Spendthrift Provision. No benefit, right or interest payable under the
Plan shall be subject, at any time and in any manner, to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, seizure,
attachment or legal, equitable or other process or be liable for, or subject to
the debts, liabilities or other obligations of a Participant, except as
otherwise provided by law. A distribution by the estate of a deceased
Participant or beneficiary to an heir or legatee of a right to receive payments
hereunder shall not be deemed a violation of this Section 10.
11. Amendment and Termination. The Company, by action of its Board of
Directors, may amend or terminate the Plan at any time, provided, however, the
Plan shall not be amended or terminated to eliminate or reduce any Participant's
Account balance of the Participants therein at the time of the amendment or
termination or to reduce the vesting of a Participant.
12. Applicable Law. To the extent not pre-empted by federal law, the
provisions of the Plan and all rights hereunder shall be governed by and
construed, enforced and administered according to the laws of the State of
Nebraska.
13. Severability. If any provision of the Plan is held invalid or
unenforceable, its invalidity or unenforceability shall not affect any other
provision of the Plan, and the Plan shall be construed and enforced as if such
provision had not been included herein.
14. Effective Date. The Plan was adopted effective January 1, 1988. This
amended and restated document reflects all Plan amendments through August 1,
2005.