State of Delaware
Secretary of State
Division of Corporation
Delivered 12:10 PM 12/01/2005
FILED 12:11 PM 12/01/2005
SRV 050975208 - 0818944 FILE
RESTATED
CERTIFICATE OF INCORPORATION
OF
CONAGRA FOODS, INC.
First: The name of the corporation is ConAgra Foods, Inc. (the
"Corporation" or "Company"). The original Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware on
December 5, 1975. The name of the Corporation when it was originally
incorporated was ConAgra, Inc.
Second: This Restated Certificate of Incorporation restates and integrates
the provisions of the Certificate of Incorporation of the Corporation as
heretofore amended and supplemented without any further amendments and without
any discrepancy between the provisions of the Certificate of Incorporation of
the Corporation as heretofore amended and supplemented and the provisions of
this Restated Certificate of Incorporation. This Restated Certificate of
Incorporation was duly adopted by the Board of Directors of the Corporation on
December 1, 2005 in accordance with Section 245 of the General Corporation Law
of the State of Delaware.
Third: The Certificate of Incorporation of the Corporation is restated to
read in its entirety as follows:
ARTICLE I
NAME
The name of the Corporation shall be ConAgra Foods, Inc.
ARTICLE II
REGISTERED OFFICE AND
REGISTERED AGENT
The street address of the registered office of the Corporation is 2711
Centerville Road, Suite 400, Wilmington, Delaware, 19808, County of New Castle.
The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.
ARTICLE III
PURPOSES
The general nature of the business and the objects and purposes proposed to
be transacted, promoted and carried on by the Corporation are to do any and all
of the things herein mentioned as fully and to the same extent as natural
persons might or could do and in any part of the world, including:
(a) To manufacture, purchase, acquire, prepare, produce, own, hold, store,
process, prepare for market, preserve, package, deal in, trade in, sell,
distribute, mortgage, pledge and dispose of flour, feed grain, agricultural
products, articles manufactured from agricultural products, and any
articles, materials, ingredients, goods, wares, merchandise, products,
machinery, equipment and property related or incidental thereto or useful,
necessary or convenient in connection therewith.
(b) To operate factories, warehouses, elevators, and other buildings for
manufacturing, buying, selling, handling, and storing flour, feed grain,
agricultural products and articles manufactured from agricultural products,
to conduct a public warehouse business, and to engage in, carry on, or
otherwise conduct, or employ others to conduct, general research or
investigation for the development of new or improved products or
by-products and the use of such products or by-products as food, and for
improving the ease or efficiency of the products, operations and procedures
of the Corporation or for other purposes.
(c) To promote, institute, enter into, conduct, perform, assist or participate
in every kind of commercial, agricultural, mercantile, manufacturing,
mining or industrial enterprise, business, work, contract, undertaking,
venture and operation in any part of the world and, for any such purpose,
to purchase, lease and otherwise acquire, take over, hold, sell, liquidate
and otherwise dispose of the real estate, crops, livestock, plants,
equipment, inventory, merchandise, materials, stock, good will, rights,
franchises, concessions, patents, trademarks and trade names and other
properties of the corporations, associations, partnerships, firms,
trustees, syndicates, ventures, combinations, organizations and other
entities located in or organized under the laws of any part of the world;
to continue, alter, exchange and develop their business, assume their
liabilities, guarantee or become surety for the performance of their
obligations, reorganize their capital and participate in any way in their
affairs, and to take over, as a going concern and to continue in its own
name, any business so acquired, all in accordance with and to the extent
permitted by law.
(d) To borrow or raise moneys for any of the purposes of the Corporation and,
from time to time, without limit as to amount, to draw, make, accept,
endorse, execute, issue, and grant promissory notes, drafts, bills of
exchange, warrants, options, bonds, debentures, and other negotiable or
non-negotiable instruments, evidences of indebtedness and agreements; to
secure the payment thereof and of the interest thereon and the performance
thereof by mortgage upon, or pledge, conveyance, or assignment in trust of,
the whole or any part of the assets of the Corporation, whether at the time
owned or thereafter acquired; and to sell, pledge, or otherwise dispose of
such securities or other obligations of the Corporation for its corporate
purposes.
(e) To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or
otherwise dispose of the shares of the capital stock of, or any bonds,
securities or evidences of indebtedness created by any other corporation or
corporations of the State of Delaware or any other state, country, nation
or government and, while the owner of said stock, to exercise all the
rights, powers, and privileges of ownership, including the right to vote
thereon.
(f) To pay for any property, securities, rights or interests acquired by this
Corporation in cash or other property, rights or interests held by this
Corporation, or by issuing and delivering in exchange therefor its own
property, stock, shares, bonds, debentures, notes, warrants for stock,
certificates of indebtedness or other obligations or securities howsoever
evidenced.
(g) To carry on all or any part of its business objects or purposes as
principal, factor, agent, contractor or otherwise, either alone or as a
member of, or associated with any corporation, association, partnership,
firm, trustee, syndicate, individual, combination, organization, joint
venture or entity in any part of the world.
(h) In carrying on its business and for the purpose of furthering its objects
and purposes, to enter into and perform agreements and contracts of any
nature with any government, state, territory, district, municipality,
political or governmental division or subdivision, body politic,
corporation, association, partnership, firm, trustee, syndicate,
individual, combination, organization or entity whatsoever.
(i) To have one or more offices, to carry on all or any of its operations and
business and, without restriction or limit as to amount, to purchase or
otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose
of real and personal property of every class and description in any of the
States, Districts, Territories or Colonies of the United States, and in any
and all foreign countries, subject to the laws of any such State, District,
Territory, Colony or Country.
It is the intention that the objects and purposes specified in the
foregoing clauses of this Article shall not be in any wise limited or restricted
by reference to or inference from the terms of any other clause of this or any
other Articles in these Articles of Incorporation, but that the objects and
purposes specified in each of the clauses of this Article shall be regarded as
independent objects and purposes. It is also the intention that said clauses be
constructed both as purposes and powers; and generally, that the corporation
shall be authorized to exercise and enjoy all other powers, rights, and
privileges granted to or conferred upon a corporation of this character by the
laws of the State of Delaware, and the enumeration of certain powers as herein
specified is not intended as exclusive of or as waiver of any of the powers,
rights or privileges granted or conferred by the laws of said State, now or
hereinafter in force.
ARTICLE IV
AUTHORIZED SHARES
The total number of shares which this corporation shall have authority to
issue is One Billion Two Hundred Eighteen Million Fifty Thousand (1,218,050,000)
shares, divided into One Billion Two Hundred Million (1,200,000,000) shares of
Common Stock of a par value of Five Dollars ($5.00) per share; One Hundred Fifty
Thousand (150,000) shares of Class B Preferred Stock of a par value of Fifty
Dollars ($50.00) per share; Two Hundred Fifty Thousand (250,000) shares of Class
C Preferred Stock of a par value of One Hundred Dollars ($100.00) per share; One
Million One Hundred Thousand (1,100,000) shares of Class D Preferred Stock
without par value; and Sixteen Million Five Hundred Fifty Thousand (16,550,000)
shares of Class E Preferred Stock without par value.
The Class B Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. All shares of
this Class shall be identical except as to the following relative rights and
preferences as to which there may be variations between different series within
Class B as determined by the Board of Directors: (a) the rate of dividend; (b)
whether the shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption; (c) the amount payable upon shares in event
of voluntary or involuntary liquidation; (d) sinking fund provisions, if any,
for the redemption or purchase of shares; and (e) the terms and conditions, if
any, on which shares may be converted.
The Class C Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock as to
payment of dividends or as to distribution of assets upon liquidation,
distribution or winding up of the corporation. All shares of this Class shall be
identical except as to the following relative rights and preferences as to which
there may be variations between different series within Class C as determined by
the Board of Directors: (a) whether such shares shall be granted voting rights
and, if so, to what extent and upon what terms and conditions; (b) the rates and
times at which, and the terms and conditions on which, dividends on such shares
shall be paid and any dividend rights of cumulation; (c) whether such shares
shall be granted conversion rights and, if so, upon what terms and conditions;
(d) whether the corporation shall have the right to redeem such shares and, if
so, upon what terms and conditions; (e) the liquidation rights (if any) of such
shares, including whether such shares shall enjoy any liquidation preference
over the common stock; and (f) such other designations, preferences, relative
rights and limitations (if any) attaching to such shares.
The Class D Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock or Class C
Preferred Stock as to the payment of dividends or as to the distribution of
assets upon liquidation, distribution or winding up of the corporation. All
shares of this Class shall be identical except as to the following relative
right and preferences as to which there may be variations between different
series within Class D as determined by the Board of Directors: (a) whether such
shares shall be granted voting rights and, if so, to what extent and upon what
terms and conditions; (b) the rates and times at which, and the terms and
conditions on which, dividends on such shares shall be paid and any dividend
rights of cumulation; (c) whether such shares shall be granted conversion rights
and, if so, upon what terms and conditions; (d) whether the corporation shall
have the right to redeem such shares and, if so, upon what terms and conditions;
(e) the liquidation rights (if any) of such shares, including whether such
shares shall enjoy any liquidation preference over the common stock; and (f)
such other designations, preferences, relative rights and limitations (if any)
attaching to such shares.
The Class E Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock, Class C
Preferred Stock or Class D Preferred Stock as to the payment of dividends or as
to the distribution of assets upon liquidation, distribution or winding up of
the corporation. All shares of this Class shall be identical except as to the
following relative rights and preferences as to which there may be variations
between different series within Class E as determined by the Board of Directors:
(a) whether such shares shall be granted voting rights and, if so, to what
extent and upon what terms and conditions; (b) the rates and times at which, and
the terms and conditions on which, dividends on such shares shall be paid and
any dividend rights of cumulation; (c) whether such shares shall be granted
conversion rights and, if so, upon what terms and conditions; (d) whether the
corporation shall have the right to redeem such shares and, if so, upon what
terms and conditions; (e) the liquidation rights (if any) of such shares,
including whether such shares shall enjoy any liquidation preference over the
common stock; and (f) such other designations, preferences, relative rights and
limitations (if any) attaching to such shares.
No transfer of stock of this corporation shall be operative until entered
upon the books of the corporation.
ARTICLE V
INDEMNIFICATION
The Corporation shall, to the extent required, and may, to the extent
permitted, by Section 102 and Section 145 of Delaware General Corporation Law as
amended from time to time, indemnify and reimburse all persons whom it may
indemnify and reimburse pursuant thereto. With respect to acts or omissions
occurring on or after September 18, 1986, no director shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided, however, that this provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders; (ii) for acts of omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv)
for any transaction from which the director derived an improper personal
benefit.
Notwithstanding the foregoing, the indemnification provided for in this
ARTICLE V shall not be deemed exclusive of any other rights to which those
entitled to receive indemnification or reimbursement hereunder may be entitled
under any by-law of this Corporation, agreement, vote or consent of stockholders
or disinterested directors or otherwise.
ARTICLE VI
DURATION
The Corporation shall have perpetual existence.
ARTICLE VII
POWERS
The following provisions are inserted for the management of the business
and for the conduct of the affairs of the corporation, and it is expressly
provided that they are intended to be in furtherance and not in limitation or
exclusion of the powers conferred by the statutes of the State of Delaware.
(a) The affairs of this Corporation shall be conducted by a Board of Directors.
The number of directors of the Corporation, not less than nine (9) nor more
than sixteen (16), shall be fixed from time to time by the By-Laws. Until
the annual election of directors by the stockholders of the Corporation in
2008, the directors of the Corporation shall be divided into three classes:
Class I, Class II and Class III, each such class, as nearly as possible, to
have the same number of directors. The term of office of the class of
directors elected in 2003 shall expire at the annual election of directors
by the stockholders of the Corporation in 2006, the term of office of the
class of directors elected in 2004 shall expire at the annual election of
directors by the stockholders of the Corporation in 2007, and the term of
office of the class of directors elected in 2005 shall expire at the annual
election of directors by the stockholders of the Corporation in 2008, or in
each case thereafter when their respective successors are elected by the
stockholders and qualify. At each annual election of directors by the
stockholders of the Corporation held after 2005, the directors chosen to
succeed those whose terms are then expired shall be elected by the
stockholders of the Corporation for a term ending at the annual election of
directors by the stockholders of the Corporation following the annual
election of directors by the stockholders of the Corporation at which the
director was elected, or thereafter when their respective successors in
each case are elected by the stockholders and qualify. Commencing with the
annual election of directors by the stockholders of the Corporation in
2008, the classification of the Board of Directors shall terminate and all
directors shall be of one class.
(b) The books of the Corporation may be kept within or without the State of
Delaware at such place or places as may be designated from time to time by
the Board of Directors.
(c) The Board of Directors may make, alter or repeal the By-Laws of the
Corporation except as otherwise provided therein.
(d) The Board of Directors may authorize and cause to be executed mortgages and
liens upon the real and personal property of the Corporation, may hold
meetings outside the State of Delaware, may declare and pay stock
dividends, and may set apart out of any funds of the Corporation available
for dividends a reserve or reserves for any proper purpose or to abolish
any such reserves in the manner in which it was created.
(e) In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon it, the Board of Directors is hereby empowered to
exercise all such powers and to do all such acts and things as may be
exercised or done by the Corporation; subject, nevertheless, to the
provisions of the statues of Delaware, of this certificate of incorporation
and of any By-Laws from time to time made by the stockholders; provided,
however, that no By-Laws so made shall invalidate any prior act of the
Board of Directors which would have been valid if such By-Laws had not been
made.
ARTICLE VIII
MEETINGS OF STOCKHOLDERS
The time for holding meetings of Stockholders for the election of a Board
of Directors and for holding any special meetings of the Stockholders shall be
as provided for by the By-Laws adopted by the Board of Directors.
ARTICLE IX
AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon Stockholders
herein are granted subject to this reservation.
ARTICLE X
INTERESTED DIRECTORS
No contract or transaction between a corporation and one or more of its
directors or officers, or between a corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:
(a) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the board or committee in good faith
authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or (b) The contract or transaction is fair
as to the corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee thereof, or the
Shareholders. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.
ARTICLE XI
PRIVATE PROPERTY
The private property of the Stockholders shall not be subject to the
payment of corporate debts to any extent whatsoever.
ARTICLE XII
EFFECTS OF BUSINESS COMBINATIONS
The Board of Directors of the Corporation, when evaluating any offer of
another party to (a) make a tender or exchange offer for any equity security of
the Corporation, (b) merge or consolidate the Corporation with another
corporation, or (c) purchase or otherwise acquire all or substantially all of
the properties and assets of the Corporation, shall, in connection with the
exercise of its judgement in determining what is in the best interests of the
Corporation and its stockholders, give due consideration to all relevant
factors, including without limitation the social and economic effects on the
employees, customers, suppliers and other constituents of the Corporation and
its subsidiaries and on the communities in which the Corporation and its
subsidiaries operate or are located.
ARTICLE XIII
ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS
Any action required or permitted to be taken by the holders of the capital
stock of the Company must be effected at a duly called annual or special meeting
of such holders and may not be effected by any consent in writing of such
holders.
ARTICLE XIV
PROHIBITION OF "GREENMAIL"
A. Any purchase or other acquisition, directly or indirectly, in one or more
transactions, by the Company or any Subsidiary (as hereinafter defined) of the
Company of any shares of Voting Stock (as hereinafter defined) or any Voting
Stock Right (as hereinafter defined) known by the Company to be beneficially
owned by any Interested Stockholder (as hereinafter defined) who has purchased
or otherwise acquired any such Voting Stock or Voting Stock Right within two
years prior to the date of such purchase or other acquisition from the Company
or Subsidiary shall, except as hereinafter expressly provided, require the
affirmative vote of at least a majority of all votes entitled to be cast by the
holders of the Voting Stock (excluding Voting Stock held by an Interested
Stockholder) voting together as a single class. Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or any agreement with any national
securities exchange, or otherwise, but no such affirmative vote shall be
required with respect to any purchase or other acquisition by the Company or any
of its Subsidiaries of Voting Stock or Voting Stock Rights purchased at or below
Fair Market Value (as hereinafter defined) or made as part of a tender or
exchange offer made on the same terms to all holders of such securities and
complying with the applicable requirements of the Securities Exchange Act of
1934 (the "Exchange Act") and the rules and regulations thereunder or in a
Public Transaction (as hereinafter defined).
B. For the purposes of this Article XIV:
1. An "Affiliate" of, or a person "Affiliated" with, a specified person, is
a person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the person
specified.
2. The term "Associate" used to indicate a relationship with any person,
means (1) any corporation or organization (other than the Company or a
Subsidiary of the Company) of which such person is an officer or partner or is,
directly or indirectly, the beneficial owner of 5% or more of any class of
equity securities, (2) any trust or other estate in which such person has a
substantial beneficial interest or as to which such person serves as trustee or
in a similar fiduciary capacity, and (3) any relative or spouse of such person,
or any relative of such spouse, who has the same home as such person.
3. A person shall be a "beneficial owner" of any Voting Stock or Voting
Stock Right:
(a) which such person or any of its Affiliates or Associates beneficially owns,
directly or indirectly; or
(b) which such person or any of its Affiliates or Associates has (i) the right
to acquire (whether such right is exercisable immediately or only after the
passage of time), pursuant to any agreement, arrangement or understanding
or upon the exercise of conversion rights, exchange rights, warrants or
options, or otherwise, or (ii) any right to vote pursuant to any agreement,
arrangement or understanding; or
(c) which is beneficially owned, directly or indirectly, by any other person
with which such person or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any security of any class of the Company or
any of its Subsidiaries.
(d) For the purposes of determining whether a person is an Interested
Stockholder, the relevant class of securities outstanding shall be deemed
to include all such securities of which such person is deemed to be the
"beneficial owner" through application of this subparagraph 3, but shall
not include any other securities of such class which may be issuable
pursuant to any agreement, arrangement or understanding, or upon exercise
of conversion right, warrants or options, or otherwise, but are not yet
issued.
4. "Fair Market Value" means, for any share of Voting Stock or any Voting Stock
Right, the average of the closing sale prices during the 30-day period
immediately preceding the repurchase of such Voting Stock or Voting Stock Right,
as the case may be, on the Composite Tape for New York Stock Exchange-Listed
Stocks, or, if such Voting Stock or Voting Stock Right, as the case may be, is
not quoted on the Composite Tape, on the New York Stock Exchange, or, if such
Voting Stock or Voting Stock Rights, as the case may be, is not listed on such
Exchange, on the principal United States securities exchange registered under
the Exchange Act on which such Voting Stock or Voting Stock Right, as the case
may be, is listed, or if such Voting Stock or Voting Stock Right, as the case
may be, is not listed on any such exchange, the average of the closing bid
quotations with respect to a share of such Voting Stock or Voting Stock Right,
as the case may be, during the 90-day period immediately preceding the date in
question on the National Association of Securities Dealers, Inc. Automated
Quotations System or any system then in use, or if no such quotations are
available, the Fair Market Value on the date in question of a share of such
Voting Stock or Voting Stock Right, as the case may be, as determined by the
Board of Directors in good faith.
5. "Interested Stockholder" shall mean any person (other than (i) the Company,
(ii) any of its Subsidiaries, (iii) any benefit plan or trust of or for the
benefit of the Company or any of its Subsidiaries, (iv) any trustee, agent or
other representative of any of the foregoing, or (v) any person who beneficially
owned more than 3% of any class of Voting Stock on July 11, 1985), who or which:
(a) is the beneficial owner, directly or indirectly, of more than 3% of any
class of Voting Stock (or Voting Stock Rights with respect to more than 3%
of any such class); or
(b) is an Affiliate of the Company and at any time within the two-year period
immediately prior to the date in question was the beneficial owner,
directly or indirectly, of more than 3% of any class of Voting Stock (or
Voting Stock Rights with respect to more than 3% of any such class); or
(c) is an assignee of or has otherwise succeeded to any shares of any class of
Voting Stock (or Voting Stock Rights with respect to more than 3% of any
such class) which were at any time within the two-year period immediately
prior to the date in question beneficially owned by an Interested
Stockholder, unless such assignment or succession shall have occurred
pursuant to any Public Transaction or a series of transactions including a
Public Transaction.
6. A "person" shall mean any individual, firm, corporation or other entity
(including a "group" within the meaning of Section 13(d) of the Exchange Act).
7. A "Public Transaction" shall mean any (i) purchase of shares offered
pursuant to an effective registration statement under the Securities Act of
1933, or (ii) open market purchases of shares if, in either such case, the price
and other terms of sale are not negotiated by the purchaser and seller of the
beneficial interest in the shares.
8. The term "Subsidiary" shall mean any corporation at least a majority of
the outstanding securities of which having ordinary voting power to elect a
majority of the board of directors of such corporation (whether or not any other
class of securities has or might have voting power by reason of the happening of
a contingency) is at the time owned or controlled directly or indirectly by the
Company or one of more Subsidiaries or by the Company and one or more
Subsidiaries.
9. The term "Voting Stock" shall mean stock of all classes and series of
the Company entitled to vote generally in the election of directors.
10. The term "Voting Stock Right" shall mean any security convertible into,
and any warrant, option or other right of any kind to acquire beneficial
ownership of, any Voting Stock, other than securities issued pursuant to any of
the Company's employee benefit plans.
C. A majority of the Board of Directors shall have the power and duty to
determine for the purposes of this Article XIV, on the basis of information
known to it after reasonable inquiry, all facts necessary to determine
compliance with this Article XIV, including without limitation,
1. whether:
(a) a person is an Interested Stockholder;
(b) any Voting Stock and Voting Stock Right is beneficially owned by any
person;
(c) a person is an Affiliate or Associate of another;
(d) a transaction is a Public Transaction; and
2. the Fair Market Value of any Voting Stock or Voting Stock Right.
D. Notwithstanding anything contained in this Certificate to the contrary, the
affirmative vote of at least a majority of all votes entitled to be cast by the
holders of capital stock entitled to vote generally in the election of
directors, voting together as a single class, shall be required to amend or
repeal this Article XIV or to adopt any provision inconsistent herewith.
IN WITNESS WHEREOF, ConAgra Foods, Inc. has caused this Restated
Certificate of Incorporation to be signed by an authorized officer, as of this
1st day of December, 2005.
CONAGRA FOODS, INC.
By: /s/ Owen C. Johnson
Name: Owen C. Johnson
Office: Executive Vice President, Organization and
Administration, and Corporate Secretary