FORM OF STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS CONAGRA FOODS 2009 STOCK PLAN

Exhibit 10.5

FORM OF
STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS
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’s common stock (“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 six pages including this first page. The Optionee acknowledges reading and agreeing to all six 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.  Exercise of Option . Subject to the provisions of any insider trading agreement that may be in place between Optionee and ConAgra Foods (an “Insider Trading Agreement”), this Option shall be exercisable beginning six months after the date of this Agreement, and ending on the day preceding the tenth anniversary of the date of this Agreement, all in accordance with the terms of this Agreement and the Plan. If the Optionee should die prior to the end of the ten year term of this Option, within such ten year term this Option may be exercised by (i) any beneficiary designated by Optionee or, (ii) in the absence of such a designation, the surviving spouse of Optionee, if any, or otherwise by the estate of the Optionee.

          (a) Method of Exercise .

This Option shall be exercisable by a written 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 ConAgra Foods 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 Optionee for at least six months valued at Fair Market Value in accordance with Section 6.4 of the Plan, or

vi. subject to the provisions of any Insider Trading Agreement, by irrevocably authorizing a third party to sell shares of Common Stock (or a sufficient portion thereof) acquired upon exercise

of the Option and remitting to ConAgra Foods a sufficient portion of the sale proceeds to pay both the entire exercise price and amounts owed under Section 2(c) of this Agreement.

          (b) Restrictions on Exercise . As a condition to his/her exercise of this Option, ConAgra Foods may require the person exercising this Option to make any representation and warranty to ConAgra Foods as may be required by any applicable law or regulation.

          (c) Payment of Taxes Upon Exercise . As a condition of the issuance of shares of Common Stock upon exercise hereunder, the Optionee agrees to remit to the Company at the time of exercise of this Option any taxes required to be withheld by the Company under Federal, state or local law as a result of the exercise. The minimum statutory tax withholding amount may be paid