Holders who validly tender their Existing Ralcorp Notes at or prior to 5 p.m., New York City time, on January 14, 2013, unless extended (the "Early Tender Date") will be eligible to receive the applicable "Total Exchange Consideration" (as set forth in the table below), which includes the applicable early tender premium set forth in such table (the "Early Tender Premium"), for all such Existing Ralcorp Notes that are accepted on the Settlement Date (as defined below). For each $1,000 principal amount of Existing Ralcorp Notes validly tendered after the Early Tender Date but prior to 5 p.m., New York City time, on January 29, 2013, unless extended (the "Expiration Date"), holders of Existing Ralcorp Notes will not be eligible to receive the applicable Early Tender Premium and, accordingly, will only be eligible to receive the applicable exchange consideration set out below (the "Exchange Consideration") on the Settlement Date.

The following table sets forth the Exchange Consideration, Early Tender Premium and Total Exchange Consideration for each series of Existing Ralcorp Notes:
         

Title of Series/CUSIP Number of Existing Ralcorp Notes

Maturity Date

Aggregate Principal Amount Outstanding

Exchange Consideration (1)

Early Tender Premium (1)

Total Exchange Consideration (1) (2)

4.950%Notes due2020 /751028 AF8

August 15,2020

$300,000,000

$970 principalamount of NewConAgra Foods2020 Notes and$2.50 in cash

$30 principalamount ofNew ConAgraFoods 2020Notes

$1,000 principalamount of NewConAgra Foods2020 Notes and$2.50 in cash
 

6.625%Notes due2039 /751028 AE1

August 15,2039
$450,000,000

$970 principalamount of NewConAgra Foods2039 Notes and$2.50 in cash

$30 principalamount ofNew ConAgraFoods 2039Notes

$1,000 principalamount of NewConAgra Foods2039 Notes and$2.50 in cash
 

(1) For each $1,000 principal amount of Existing Ralcorp Notes(2) Includes Early Tender Premium

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