Conagra Foods Inc (CAG): Billionaire Barry Rosenstein’s JANA Partners Amends and Restates Cooperation Agreement

Page 4 of 5 – SEC Filing

(b) The Reporting Person has sole
voting and dispositive power over 27,388,351 Shares (including options to purchase 6,000,000 Shares), which power is exercised
by the Principal.

(c) The Reporting Person did not effect any transaction
in the Shares during the past sixty days.

(d) No person (other than the Reporting Person) is known
to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of the Schedule 13D is hereby amended
and supplemented as follows:

On May 27, 2016, the Issuer and the
Reporting Person entered into the Amended and Restated Cooperation Agreement, the terms of which are described in Item 4 of this
Amendment No. 2. A copy of such agreement is attached as Exhibit D to this Amendment No. 2 and is incorporated by reference
herein.

JANA beneficially owns 6,000 call options with a strike price of $49 which expire on January 20, 2017.

Item 7.

MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of the Schedule 13D is hereby amended
and supplemented as follows:

Exhibit D:

Amended and Restated Cooperation Agreement, dated May 27, 2016 (incorporated by reference to Exhibit 99.1 to the Form 8-K).