FORM OF STOCK OPTION AGREEMENT FOR EMPLOYEES CONAGRA FOODS 2009 STOCK PLAN

Exhibit 10.4

FORM OF
STOCK OPTION AGREEMENT FOR EMPLOYEES
CONAGRA FOODS 2009 STOCK PLAN

     This Stock Option Agreement, hereinafter referred to as the “Option” or the “Agreement” is made on the            day of                      , 20            , between ConAgra Foods, Inc., a Delaware Corporation (“ConAgra Foods”), and the Optionee.

1. Grant of Option . ConAgra Foods hereby grants an Option on shares of ConAgra Foods’ common stock (the “Common Stock”) to the Optionee under the ConAgra Foods 2009 Stock Plan (the “Plan”), as follows:

The options will vest and become exercisable as follows:

     IN WITNESS WHEREOF, ConAgra Foods and the Optionee have caused this Agreement to be executed effective as of the date first written above. ConAgra Foods and the Optionee acknowledge that this Agreement includes five pages including this first page. The Optionee acknowledges reading and agreeing to all five pages and that in the event of any conflict between the terms of this Agreement and the terms of the Plan, the Plan shall control. Capitalized terms used herein without definition have the meaning set forth in the Plan.

2. Definitions . Capitalized terms used herein without definition have the meaning set forth in the Plan. The following terms shall have the respective meanings set forth below:

     a. “ Continuous Employment ” means the absence of any interruption or termination of employment by the Company. Continuous Employment shall not be considered interrupted in the case of sick leave, long term disability, military leave or any other leave of absence approved by the Company.

     b. “ Early Retirement ” means terminating employment with the Company when the Optionee is (i) at least age 55, and (ii) has at least ten years of vesting or credited service with the Company.

     c. “ Normal Retirement ” means terminating employment with the Company on or after attaining age [ applicable age, 65 or 62 to be inserted ].

3. Exercise of Option .

     a.  Vesting . This Option shall be vested and exercisable in installments as set forth in the schedule on the first page of this Agreement. Each vested portion of this Option shall be exercisable from the applicable Vest Date and ending on the applicable Expiration Date, all in accordance with the terms of this Agreement and Plan. If the Optionee shall die while employed by the Company or if the Optionee terminates employment with the Company upon Normal Retirement, this Option shall become 100% vested and exercisable.

     b.  Right to Exercise . This Option shall be exercisable until and through the Expiration Date of the Option, by the Optionee (provided that in no event shall any provision of this Section 3(b) extend the term of the option beyond the Expiration Date set forth on the first page):

          (i) while the Optionee is in Continuous Employment;

          (ii) for a period ending 90 days after the Optionee’s Continuous Employment terminates for any reason other than Early Retirement, Normal Retirement, death or involuntary termination due to disability. The Option may be exercised as to the portion of the Option that is vested at the time termination of employment occurs;

          (iii) for a period ending three (3) years after the Optionee’s Early Retirement or involuntary termination due to disability (as defined in the Company’s sole discretion); however, the Company, at the sole and absolute discretion of the Committee, may shorten or eliminate such period. The Option may be exercised as to the portion of the Option that is vested at the time Early Retirement or involuntary termination due to disability, as applicable, occurs;

          (iv) for a period ending three (3) years after the Optionee’s Normal Retirement; and

          (v) for a period of three (3) years after date of death (by the estate of the Optionee) if the Optionee should die while in Continuous Employment.

     c.  Method of Exercise . This Option shall be exercisable by a notice which shall state the election to exercise the Option, identify the portion of the Option being exercised and be accompanied by such additional information

and documents as the Company in its discretion may prescribe. The purchase price of any shares with respect to which the Option is being exercised shall be paid by one or any combination of the following:

i. cash,

ii. check,

iii. wire transfer,

iv. certified or cashier’s check,

v. subject to the provisions of any Insider Trading Agreement, by delivering previously owned shares of Common Stock held by the