FORM OF STOCK OPTION AGREEMENT CONAGRA FOODS, INC

Exhibit 10.6

FORM OF

STOCK OPTION AGREEMENT

CONAGRA FOODS, INC.

   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, 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 eight pages including this first page. The Optionee acknowledges reading and agreeing to all eight pages.

     2.  Definitions : Terms not otherwise defined herein shall have the meanings ascribed to them in an Employment Agreement between ConAgra Foods and the Optionee dated effective as of [ insert applicable date: August 31, 2005 or December 1, 2005] (as amended, the “Employment Agreement”). The following terms shall have the respective meanings set forth below:

     a. “ Change of Control ” means:

     (i) the acquisition (other than from ConAgra Foods) by any person, entity or “group,” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”), (excluding, for this purpose, the Company, or any employee benefit plan of the Company which acquires beneficial ownership of voting securities of ConAgra Foods) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either the then outstanding shares of common stock or the combined voting power of ConAgra Foods’ then outstanding voting securities entitled to vote generally in the election of directors; or

     (ii) individuals who, as of the date hereof, constitute the Board (as of the date hereof the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for the election by ConAgra Foods’ shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or

     (iii) consummation of a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of ConAgra Foods immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company’s then outstanding voting securities, or a liquidation or dissolution of ConAgra Foods or of the sale of all or substantially all of the assets of ConAgra Foods.

          b. “ Company ” means ConAgra Foods (and any successor thereto) and its Subsidiaries.

          c. “ 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.

          d. “ Retiree Eligible ” means terminating employment with the Company following [ insert applicable date: August 31, 2010 or December 1, 2010], or, if earlier, due to death or disability, or involuntary termination without Cause or resignation for Good Reason, each as defined in the Employment Agreement.

          e. “ Subsidiaries ” means any corporation, partnership, joint venture or other entity in which ConAgra Foods owns, directly or indirectly, 25% or more of the voting power or of the capital interest or profits interest (within the meaning of Internal Revenue Code Section 414(c)) of such entity.

     3.  Vesting and Exercise of Option . This Option shall be vested and exercisable with respect to forty percent (40%) of such options on                               ; an additional thirty percent (30%) of such options on                       ; and the balance of such options on                            . Unless otherwise provided in this Agreement, all such installments shall vest and be exercisable from the commencement date thereof and ending seven years after the date of this Agreement, all in accordance with the terms of this Agreement.

          a. Change of Control . In the event of Change of Control, the Option granted pursuant to this Agreement shall become immediately exercisable with respect to the full number of shares subject to this Option.

          b. Termination of employment; Early Vesting; Cancellation .

     (i) In the event Optionee becomes Retiree Eligible, this Option shall become fully vested.

     (ii) In the event the Company terminates the employment of the Optionee with Cause, this Option shall terminate and all unexercised options shall lapse.

     (iii) In the event the Optionee’s Continuous Employment terminates for any reason except as provided in Section 2(b)(i) or (ii), unvested options shall immediately cancel and any vested options not exercised during the exercise period set fort