10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 25, 2007

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 1-7275

CONAGRA FOODS, INC.

(Exact name of registrant, as specified in charter)

Delaware	47-0248710
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One ConAgra Drive, Omaha, Nebraska	68102-5001
(Address of principal executive offices)	(Zip Code)

(402) 595-4000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Number of shares outstanding of issuer’s common stock, as of December 23, 2007, was 487,586,274.

Table of Contents

Part I.	FINANCIAL INFORMATION		3
	Item 1	Financial Statements	3
		Unaudited Condensed Consolidated Statements of Earnings for the Thirteen and Twenty-six Weeks ended November 25, 2007 and November 26, 2006	3
		Unaudited Condensed Consolidated Statements of Comprehensive Income for the Thirteen and Twenty-six Weeks ended November 25, 2007 and November 26, 2006	4
		Unaudited Condensed Consolidated Balance Sheets as of November 25, 2007, May 27, 2007, and November 26, 2006	5
		Unaudited Condensed Consolidated Statements of Cash Flows for the Twenty-six Weeks ended November 25, 2007 and November 26, 2006	6
		Notes to Unaudited Condensed Consolidated Financial Statements	8
	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	39
	Item 4	Controls and Procedures	40
Part II.	OTHER INFORMATION		42
	Item 1	Legal Proceedings	42
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	42
	Item 4	Submission of Matters to a Vote of Security Holders	43
	Item 6	Exhibits	44
	Signatures		45
	Exhibit Index		46
	Exhibit 10.1		47
	Exhibit 10.2		55
	Exhibit 10.3		67
	Exhibit 10.4		72
	Exhibit 10.5		84
	Exhibit 12		91
	Exhibit 31.1		92
	Exhibit 31.2		93
	Exhibit 32.1		94

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ConAgra Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

(in millions except per share amounts)

(unaudited)

	Thirteen weeks ended				Twenty-six weeks ended
	November 25, 2007		November 26, 2006		November 25, 2007		November 26, 2006
Net sales	$	3,511.0	$	3,088.7	$	6,466.6	$	5,777.3
Costs and expenses:
Cost of goods sold		2,565.9		2,278.4		4,807.4		4,304.0
Selling, general and administrative expenses		527.2		450.4		932.2		887.6
Interest expense, net		64.3		52.1		122.8		110.1
Income from continuing operations before income taxes and equity method investment earnings		353.6		307.8		604.2		475.6
Income tax expense		132.9		119.1		220.3		180.6
Equity method investment earnings		23.1		12.6		35.4		14.8
Income from continuing operations		243.8		201.3		419.3		309.8
Income from discontinued operations, net of tax		1.0		12.0		0.9		70.2
Net income	$	244.8	$	213.3	$	420.2	$	380.0
Earnings per share – basic
Income from continuing operations	$	0.50	$	0.40	$	0.86	$	0.61
Income from discontinued operations		—		0.02		—		0.14
Net income	$	0.50	$	0.42	$	0.86	$	0.75
Earnings per share – diluted
Income from continuing operations	$	0.50	$	0.39	$	0.85	$	0.61
Income from discontinued operations		—		0.03		—		0.13
Net income	$	0.50	$	0.42	$	0.85	$	0.74

See notes to the condensed consolidated financial statements.

3

ConAgra Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(in millions)

(unaudited)

	Thirteen weeks ended						Twenty-six weeks ended
	November 25, 2007			November 26, 2006			November 25, 2007			November 26, 2006
Net income	$	244.8		$	213.3		$	420.2		$	380.0
Other comprehensive income (loss):
Net derivative adjustment, net of tax		(1.1	)		(4.7	)		(1.8	)		(1.3	)
Unrealized gains (losses) on available-for-sale securities, net of tax:
Unrealized holding gains arising during the period		0.5			1.7			0.8			2.1
Reclassification adjustment for gains included in net income		—			(0.8	)		(3.8	)		(2.3	)
Currency translation adjustment:
Unrealized translation gains (losses) arising during the period		34.3			(8.4	)		42.3			(6.4	)
Reclassification adjustment for losses included in net income		—			21.7			—			21.7
Pension and postretirement healthcare liabilities, net of tax		1.7			3.1			3.4			4.1
Comprehensive income	$	280.2		$	225.9		$	461.1		$	397.9

See notes to the condensed consolidated financial statements.

4

ConAgra Foods, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in millions except share data)

(unaudited)

	November 25, 2007			May 27, 2007			November 26, 2006
ASSETS
Current assets
Cash and cash equivalents	$	128.1		$	735.2		$	803.5
Receivables, less allowance for doubtful accounts of $26.9, $25.5, and $25.0		1,489.5			1,203.1			1,115.5
Inventories		3,349.1			2,348.5			2,587.7
Prepaid expenses and other current assets		828.6			719.2			1,213.3
Total current assets		5,795.3			5,006.0			5,720.0
Property, plant and equipment		5,103.7			5,079.6			4,814.1
Less accumulated depreciation		(2,721.5	)		(2,758.4	)		(2,659.4	)
Property, plant and equipment, net		2,382.2			2,321.2			2,154.7
Goodwill		3,505.3			3,446.9			3,442.4
Brands, trademarks and other intangibles, net		804.5			776.0			796.5
Other assets		312.0			285.4			242.9
	$	12,799.3		$	11,835.5		$	12,356.5
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes payable	$	321.7		$	21.3		$	5.6
Current installments of long-term debt		15.7			18.2			20.8
Accounts payable		1,458.0			1,108.1			992.7
Other accrued liabilities		1,595.9			1,533.3			1,938.1
Total current liabilities		3,391.3			2,680.9			2,957.2
Senior long-term debt, excluding current installments		3,175.1			3,220.0			3,131.7
Subordinated debt		200.0			200.0			400.0
Other noncurrent liabilities		1,228.5			1,151.7			1,130.0
Total liabilities		7,994.9			7,252.6			7,618.9
Commitments and contingencies (Note 10)
Common stockholders’ equity
Common stock of $5 par value, authorized 1,200,000,000 shares; issued 566,635,803, 566,410,152, and 566,256,801		2,833.3			2,832.2			2,831.3
Additional paid-in capital		835.2			816.8			788.6
Retained earnings		3,084.5			2,856.0			2,650.7
Accumulated other comprehensive income (loss)		36.5			(5.9	)		(4.0	)
Less treasury stock, at cost, 79,239,532, 76,631,063, and 61,570,244 common shares		(1,985.1	)		(1,916.2	)		(1,529.0	)
Total common stockholders’ equity		4,804.4			4,582.9			4,737.6
	$	12,799.3		$	11,835.5		$	12,356.5

See notes to the condensed consolidated financial statements.

5

ConAgra Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in millions)

(unaudited)

	Twenty-six weeks ended
	November 25, 2007			November 26, 2006
Cash flows from operating activities:
Net income	$	420.2		$	380.0
Income from discontinued operations		0.9			70.2
Income from continuing operations		419.3			309.8
Adjustments to reconcile income from continuing operations to net cash flows from operating activities:
Depreciation and amortization		153.2			176.8
Gain on sale of fixed assets		(2.1	)		(2.3	)
Gain on sale of businesses and equity method investments		—			(22.1	)
Undistributed earnings of affiliates		(25.5	)		(8.1	)
Share-based payments expense		29.0			33.3
Other items		60.9			(62.7	)
Change in operating assets and liabilities:
Accounts receivable		(291.8	)		(49.1	)
Inventory		(982.7	)		(462.7	)
Prepaid expenses and other current assets		(107.2	)		(467.4	)
Accounts payable		367.4			183.8
Other accrued liabilities		102.1			313.5
Net cash flows from operating activities – continuing operations		(277.4	)		(57.2	)
Net cash flows from operating activities – discontinued operations		0.9			78.1
Net cash flows from operating activities		(276.5	)		20.9
Cash flows from investing activities:
Purchases of marketable securities		(1,351.0	)		(1,074.6	)
Sales of marketable securities		1,352.0			1,075.4
Additions to property, plant and equipment		(262.8	)		(105.3	)
Purchase of leased warehouses		(39.2	)		(31.7	)
Sale of leased warehouses		35.6			31.7
Sale of Swift note receivable		—			117.4
Sale of property, plant and equipment		16.6			70.2
Sale of businesses and equity method investments		—			72.3
Purchase of businesses		(122.0	)		—
Increase in investments in affiliates		(0.7	)		—
Notes receivable and other items		(0.4	)		0.6
Net cash flows from investing activities – continuing operations		(371.9	)		156.0
Net cash flows from investing activities – discontinued operations		—			664.5
Net cash flows from investing activities		(371.9	)		820.5

6

ConAgra Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (continued)

(in millions)

(unaudited)

	Twenty-six weeks ended
	November 25, 2007			November 26, 2006
Cash flows from financing activities:
Net short-term borrowings		297.4			(4.4	)
Repayment of long-term debt		(9.0	)		(25.0	)
Repurchase of ConAgra Foods common shares		(88.1	)		(202.9	)
Cash dividends paid		(176.9	)		(185.2	)
Proceeds from exercise of employee stock options		14.9			45.3
Other items		3.0			2.7
Net cash flows from financing activities – continuing operations		41.3			(369.5	)
Net cash flows from financing activities – discontinued operations		—			—
Net cash flows from financing activities		41.3			(369.5	)
Net change in cash and cash equivalents		(607.1	)		471.9
Cash and cash equivalents at beginning of period		735.2			331.6
Cash and cash equivalents at end of period	$	128.1		$	803.5

See notes to the condensed consolidated financial statements.

7

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The unaudited financial information reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position, and cash flows for the periods presented. The adjustments are of a normal recurring nature, except as otherwise noted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the ConAgra Foods, Inc. (the “Company”) annual report on Form 10-K for the fiscal year ended May 27, 2007.

The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or the full fiscal year.

Basis of Consolidation – The condensed consolidated financial statements include the accounts of ConAgra Foods and all majority-owned subsidiaries. In addition, the accounts of all variable interest entities for which the Company is determined to be the primary beneficiary are included in the Company’s condensed consolidated financial statements from the date such determination is made. All significant intercompany investments, accounts, and transactions have been eliminated.

Variable Interest Entities – The Company consolidates the assets and liabilities of several entities from which it leases corporate aircraft. For periods ending prior to November 25, 2007, the Company consolidated several entities from which it leases office buildings. Each of these entities had been determined to be a variable interest entity and the Company was determined to be the primary beneficiary of each of these entities. In September 2007, the Company ceased to be the primary beneficiary of the entities from which it leases office buildings and, accordingly, the Company discontinued the consolidation of the assets and liabilities of these entities.

Due to the consolidation of the variable interest entities, the Company reflects in its balance sheets:

	November 25, 2007		May 27, 2007		November 26, 2006
Property, plant and equipment, net	$	53.3	$	155.9	$	159.3
Other assets		—		13.8		12.4
Current installments of long-term debt		3.2		6.1		7.7
Senior long-term debt, excluding current installments		52.6		144.1		166.4
Other accrued liabilities		0.6		0.6		0.6
Other noncurrent liabilities		—		21.9		—

The liabilities recognized as a result of consolidating these entities do not represent additional claims on the general assets of the Company. The creditors of these entities have claims only on the assets of the specific variable interest entities to which they have advanced credit.

Investments in Unconsolidated Affiliates – The investments in and the operating results of 50%-or-less-owned entities not required to be consolidated are included in the consolidated financial statements on the basis of the equity method of accounting or the cost method of accounting, depending on specific facts and circumstances.

The Company reviews its investments in unconsolidated affiliates for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investments may not be fully recoverable. Evidence of a loss in value that is other than temporary might include the absence of an ability to recover the carrying amount of the investment, the inability of the investee to sustain an earnings capacity which would justify the carrying amount of the investment, or, where applicable, estimated sales proceeds which are insufficient to recover the carrying amount of the investment. Management’s assessment as to whether any decline in value is other than temporary is based on the Company’s ability and intent to hold the investment and whether evidence indicating the carrying value of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. Management generally considers the Company’s investments in its equity method investees to be strategic long-term investments. Therefore, management completes its assessments with a long-term viewpoint. If the fair value of the investment is determined to be less than the carrying value and the decline in value is considered to be other than temporary, an appropriate write-down is recorded based on the excess of the carrying value over the best estimate of fair value of the investment.

8

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

Cash and Cash Equivalents – Cash and all highly liquid investments with an original maturity of three months or less at the date of acquisition, including short-term time deposits and government agency and corporate obligations, are classified as cash and cash equivalents. Restricted cash deposits in margin accounts required for exchange-traded activity of approximately $0, $95 million, and $232 million are included in prepaid expenses and other current assets in the Company’s consolidated balance sheets at November 25, 2007, May 27, 2007, and November 26, 2006, respectively.

Accounts Payable – Included in accounts payable are short-term notes payable for goods with repayment terms of up to 180 days, the balances of which were $85.7 million, $204.3 million, and $73.4 million, at November 25, 2007, May 27, 2007, and November 26, 2006, respectively.

Comprehensive Income – Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity, changes in the value of available-for-sale investments, and changes in prior service cost and net actuarial gains/losses from pension and postretirement health care plans. The Company generally deems its foreign investments to be permanent in nature and does not provide for taxes on currency translation adjustments arising from converting the investment in a foreign currency to U.S. dollars. When the Company determines that a foreign investment is no longer permanent in nature, estimated taxes are provided for the related deferred tax liability (asset), if any, resulting from currency translation adjustments.

The following details the income tax expense (benefit) on components of other comprehensive income:

	Thirteen weeks ended						Twenty-six weeks ended
	November 25, 2007			November 26, 2006			November 25, 2007			November 26, 2006
Net derivative adjustment	$	(0.7	)	$	(2.1	)	$	(1.1	)	$	(0.2	)
Unrealized gains on available-for-sale securities		0.3			1.0			0.5			1.2
Reclassification adjustment for (gains) losses included in net income		—			(0.5	)		(2.2	)		(1.3	)
Pension and postretirement healthcare liabilities		1.5			—			2.9			0.7
	$	1.1		$	(1.6	)	$	0.1		$	0.4

Accounting Changes – As further discussed in Note 9, the Company adopted FASB Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes (as amended), as of the beginning of fiscal 2008. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

As further discussed in Note 11, the Company elected to adopt the measurement date provisions of Statement of Financial Accounting Standards (“SFAS”) No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, as of May 28, 2007.

Recently Issued Accounting Pronouncements – In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest (minority interest) in a subsidiary and for the deconsolidation of a subsidiary. Upon its adoption, effective as of the beginning of the Company’s fiscal 2010, noncontrolling interests will be classified as equity in the Company’s financial statements and income and comprehensive income attributed to the noncontrolling interest will be included in the Company’s income and comprehensive income. The provisions of this standard must be applied retrospectively upon adoption. Management is currently evaluating the impact of adopting SFAS No. 160 on the Company’s consolidated financial position and results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS No. 141(R)”). SFAS No. 141(R) establishes principles and requirements for how an acquirer in a business combination recognizes and measures the assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree. The provisions of SFAS No. 141(R) are effective for the Company’s business combinations occurring on or after June 1, 2009.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. This

9

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

provides entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without being required to apply complex hedge accounting provisions. The provisions of SFAS No. 159 are effective as of the beginning of the Company’s fiscal 2009. Management is currently evaluating the impact of adopting SFAS No. 159 on the Company’s consolidated financial position and results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective as of the beginning of the Company’s fiscal 2009 for the Company’s financial assets and liabilities, as well as for any other assets and liabilities that are carried at fair value on a recurring basis in its consolidated financial statements. The FASB has provided for a one-year deferral of the implementation of this standard for other nonfinanical assets and liabilities. Management is currently evaluating the impact of adopting SFAS No. 157 on the Company’s consolidated financial position and results of operations.

Use of Estimates – Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect reported amounts of assets, liabilities, revenues, and expenses as reflected in the consolidated financial statements. Actual results could differ from these estimates.

2. DISCONTINUED OPERATIONS AND DIVESTITURES

Packaged Meats Operations

During the first half of fiscal 2007, the Company completed its divestiture of the packaged meats operations for proceeds of approximately $553 million, resulting in no significant gain or loss. Based upon the Company’s estimate of proceeds from the sale of this business, the Company recognized impairment charges totaling $240.4 million ($209.3 million after tax) in the second half of fiscal 2006. The Company recognized additional charges of approximately $21.1 million ($13.0 million after tax) in the first half of fiscal 2007. The Company reflects the results of these operations as discontinued operations for all periods presented.

Packaged Cheese Operations

During the first quarter of fiscal 2007, the Company completed its divestiture of the packaged cheese business for proceeds of approximately $97.6 million, resulting in a pre-tax gain of approximately $57.8 million ($32.0 million after tax). The Company reflects the results of these operations as discontinued operations for all periods presented.

Culturelle Business

During the first quarter of fiscal 2007, the Company completed its divestiture of its nutritional supplement business for proceeds of approximately $8.2 million, resulting in a pre-tax gain of approximately $6.2 million ($3.5 million after tax). The Company reflects this gain within discontinued operations.

10

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

Summary of Operational Results

The summary comparative financial results of the discontinued operations were as follows:

	Thirteen weeks ended						Twenty-six weeks ended
	November 25, 2007			November 26, 2006			November 25, 2007			November 26, 2006
Net sales	$	(0.2	)	$	210.1		$	(0.7	)	$	712.6
Long-lived asset impairment charge		—			(1.4	)		—			(21.1	)
Income from operations of discontinued operations before income taxes		1.6			21.7			1.4			75.5
Net gain (loss) from disposal of businesses		—			(0.8	)		—			65.0
Income before income taxes		1.6			19.5			1.4			119.4
Income tax expense		(0.6	)		(7.5	)		(0.5	)		(49.2	)
Income from discontinued operations, net of tax	$	1.0		$	12.0		$	0.9		$	70.2

Other Assets Held for Sale

During the third quarter of fiscal 2006, the Company initiated a plan to dispose of a refrigerated pizza business with annual revenues of less than $70 million. During the second quarter of fiscal 2007, the Company disposed of this business for proceeds of approximately $22.0 million, resulting in no significant gain or loss. Due to the Company’s continuing cash flows associated with this business, the results of operations of this business are included in continuing operations for all periods presented.

During the second quarter of fiscal 2007, the Company completed the disposal of an oat milling business for proceeds of approximately $35.8 million, resulting in a pre-tax gain of approximately $17.9 million ($11.1 million after tax). Due to the Company’s continuing cash flows associated with this business, the results of operations of this business are included in continuing operations for all periods presented.

During the third quarter of fiscal 2006, the Company initiated a plan to dispose of two aircraft. During the first quarter of fiscal 2007, these two aircraft were sold for proceeds of approximately $31.4 million, resulting in pre-tax gains totaling approximately $4.3 million.

3. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

Goodwill by reporting segment was as follows:

	November 25, 2007		May 27, 2007		November 26, 2006
Consumer Foods	$	3,304.6	$	3,254.6	$	3,254.6
International Foods		99.1		91.3		87.3
Food and Ingredients		85.7		85.1		84.6
Trading and Merchandising		15.9		15.9		15.9
Total	$	3,505.3	$	3,446.9	$	3,442.4

11

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

Other identifiable intangible assets were as follows:

	November 25, 2007				May 27, 2007				November 26, 2006
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Non-amortizing intangible assets	$	780.8	$	—	$	752.6	$	—	$	771.8	$	—
Amortizing intangible assets		39.7		16.0		41.9		18.5		41.6		16.9
	$	820.5	$	16.0	$	794.5	$	18.5	$	813.4	$	16.9

Non-amortizing intangible assets are comprised of the following balances:

	November 25, 2007		May 27, 2007		November 26, 2006
Brands/trademarks	$	780.8	$	752.6	$	752.6
Pension intangible asset		—		—		19.2
Total non-amortizing intangible assets	$	780.8	$	752.6	$	771.8

On July 23, 2007, the Company acquired Alexia Foods, Inc. (“Alexia Foods”), a privately held natural food company, headquartered in Long Island City, New York, for approximately $50 million in cash plus assumed liabilities. At November 25, 2007, $33 million of the purchase price has been allocated to goodwill and $19 million to other intangible assets.

On September 5, 2007, the Company acquired Lincoln Snacks Holding Company, Inc. (“Lincoln Snacks”), a privately held company located in Lincoln, Nebraska for approximately $50 million in cash plus assumed liabilities. At November 25, 2007, $17 million of the purchase price has been allocated to goodwill and $17 million to other intangible assets.

Amortizing intangible assets, carrying a weighted average life of approximately 15 years, are principally composed of licensing arrangements and customer lists. Based on amortizing assets recognized in the Company’s balance sheet as of November 25, 2007, amortization expense is estimated to be approximately $3.0 million for each of the next five years.

4. DERIVATIVE FINANCIAL INSTRUMENTS

The fair value of derivative assets is recognized within prepaid expenses and other current assets, while the fair value of derivative liabilities is recognized within other accrued liabilities. As of November 25, 2007, May 27, 2007, and November 26, 2006, the fair value of derivatives recognized within prepaid expenses and other current assets was $276.1 million, $360.0 million, and $636.8 million, respectively, while the amount recognized within other accrued liabilities was $273.3 million, $233.2 million, and $396.6 million, respectively.

The ineffectiveness associated with derivatives designated as cash flow hedges from continuing operations resulted in no gain or loss for the thirteen weeks ending November 25, 2007 and a loss of $3.7 million for the thirteen weeks ending November 26, 2006. For the twenty-six weeks ending November 25, 2007 and November 26, 2006, the ineffectiveness associated with derivatives designated as cash flow hedges from continuing operations resulted in a loss of $1.1 million and $4.0 million, respectively. Hedge ineffectiveness is recognized within net sales, cost of goods sold, or interest expense, net, depending on the nature of the hedge. The Company does not exclude any component of the hedging instrument’s gain or loss when assessing effectiveness.

Generally, the Company enters into economic hedges for a portion of its anticipated consumption of certain commodity inputs and foreign currency cash flows for periods ranging from 12 to 36 months. The Company may enter into longer-term hedges on particular commodities or foreign currencies if deemed appropriate. As of November 25, 2007, the Company had economically hedged certain portions of its anticipated consumption of commodity inputs and foreign currency cash flows through May 2008.

12

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

During the first quarter of fiscal 2008, the Company discontinued its practice of designating derivatives as cash flow hedges of commodity inputs. As such, derivative instruments used to create economic hedges of such commodity inputs are marked-to-market each period with both realized and unrealized changes in market value immediately included in cost of goods sold. Amounts deferred in accumulated other comprehensive income for previously designated cash flow hedges continue to be deferred until the hedged transaction affects earnings.

As of November 25, 2007, May 27, 2007, and November 26, 2006, the net deferred gains recognized in accumulated other comprehensive income were $3.1 million, $4.9 million, and $13.0 million, net of tax, respectively. The Company anticipates a gain of $3.1 million, net of tax, will be transferred out of accumulated other comprehensive income and recognized within earnings over the next 12 months.

5. SHARE-BASED PAYMENTS

For the thirteen and twenty-six weeks ended November 25, 2007, the Company recognized total stock-based compensation expense (including stock options, restricted stock units, performance shares, and restricted cash) of $14.8 million and $29.0 million, respectively. For the thirteen and twenty-six weeks ended November 26, 2006, the Company recognized total stock-based compensation expense (including stock options, restricted stock units, performance shares, and restricted cash) of $20.1 million and $33.3 million, respectively. The Company granted 0.8 million restricted stock units at a weighted average grant date price of $26.72 during the first half of fiscal 2008. The Company granted 7.1 million stock options at a weighted average grant date price of $26.75 during the first half of fiscal 2008.

Under its 2008 Performance Share Plan, adopted pursuant to stockholder-approved incentive plans, the Company grants selected executives and other key employees performance share awards with vesting contingent upon the Company meeting various Company-wide performance goals. The performance goals are based upon the Company’s earnings before interest and taxes (EBIT) and the Company’s return on average invested capital (ROAIC) measured over a defined performance period. The awards actually earned will range from zero to three hundred percent of the targeted number of performance shares and be paid in shares of common stock. Subject to limited exceptions set forth in the plan, any shares earned will be distributed at the end of the three-year period. The Company granted 0.6 million performance shares during the first half of fiscal 2008 at a weighted average grant date price of $26.73.

The Company’s weighted average Black-Scholes assumptions for stock options granted during the first half of fiscal 2008 are as follows:

Expected volatility (%)	17.49
Dividend yield (%)	2.96
Risk-free interest rate (%)	4.85
Expected life of stock option (years)	4.77

The Company’s weighted average Black-Scholes value of stock options granted during the first half of fiscal 2008 was $4.25.

13

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

6. EARNINGS PER SHARE

Basic earnings per share is calculated on the basis of weighted average outstanding common shares. Diluted earnings per share is computed on the basis of basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, restricted stock awards, and other dilutive securities.

The following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share:

	Thirteen weeks ended				Twenty-six weeks ended
	November 25, 2007		November 26, 2006		November 25, 2007		November 26, 2006
Net income:
Income from continuing operations	$	243.8	$	201.3	$	419.3	$	309.8
Income from discontinued operations, net of tax		1.0		12.0		0.9		70.2
Net income	$	244.8	$	213.3	$	420.2	$	380.0
Weighted average shares outstanding:
Basic weighted average shares outstanding		487.3		508.3		488.4		509.2
Add: Dilutive effect of stock options, restricted stock awards, and other dilutive securities		3.4		3.0		3.5		2.6
Diluted weighted average shares outstanding		490.7		511.3		491.9		511.8

For the second quarter and first half of fiscal 2008, there were, respectively, 17.8 million and 15.1 million of stock options outstanding that were excluded from the computation of shares contingently issuable upon exercise of the stock options because exercise prices exceeded the average market value of common stock during the period. For the second quarter and first half of fiscal 2007, there were, respectively, 16.4 million and 20.0 million of stock options excluded from the calculation.

7. INVENTORIES

The major classes of inventories are as follows:

	November 25, 2007		May 27, 2007		November 26, 2006
Raw materials and packaging	$	2,022.7	$	1,154.2	$	1,340.0
Work in process		102.3		95.2		140.4
Finished goods		1,159.7		1,008.1		1,020.5
Supplies and other		64.4		91.0		86.8
	$	3,349.1	$	2,348.5	$	2,587.7

Raw materials and packaging includes grain, fertilizer, crude oil, and other trading and merchandising inventory of $1,289.5 million, $691.0 million, and $785.6 million as of the end of November 25, 2007, May 27, 2007, and November 26, 2006, respectively.

8. RESTRUCTURING

In February 2006, the Company’s Board of Directors approved plans recommended by executive management to simplify the Company’s operating structure and reduce its manufacturing and selling, general, and administrative costs. These plans include supply chain rationalization initiatives, the relocation of the Grocery Foods headquarters from Irvine, California to Naperville, Illinois, the centralization of shared services, salaried headcount reductions, and other cost-reduction initiatives.

14

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

These plans are expected to be substantially completed by the end of fiscal 2008. The forecasted costs of all plans, as updated through November 25, 2007, are $237.0 million, of which a benefit of $8.9 million was recorded in the first half of fiscal 2008, $103.0 million of expense was recorded in fiscal 2007, and $129.8 million of expense was recorded in the second half of fiscal 2006. The Company has recorded expenses associated with its restructuring plans, including but not limited to, asset impairment charges, accelerated depreciation (i.e., incremental depreciation due to an asset’s reduced estimated useful life), inventory write-downs, severance and related costs, and plan implementation costs (e.g., consulting, employee relocation, etc.). The Company anticipates it will recognize the following pre-tax expenses associated with the projects identified to date in the fiscal 2006 to 2008 timeframe (amounts include the benefits recognized in the first half of fiscal 2008, and charges recognized in all of fiscal 2007, and fiscal 2006):

	Consumer Foods			Food and Ingredients			Trading and Merchandising		International Foods		Corporate		Total
Accelerated depreciation	$	62.9		$	—		$	—	$	—	$	—	$	62.9
Inventory write-downs		4.4			0.4			—		—		—		4.8
Severance		—			1.1			—		—		—		1.1
Other (including plant shutdown costs), net		(1.8	)		—			—		—		—		(1.8	)
Total cost of goods sold		65.5			1.5			—		—		—		67.0
Accelerated depreciation		5.7			—			—		—		0.5		6.2
Asset impairment		24.8			1.6			—		—		—		26.4
Severance (and related costs)		27.1			3.0			0.2		0.7		23.8		54.8
Contract termination		18.1			6.6			—		—		1.1		25.8
Pension/Postretirement		—			0.1			—		—		4.1		4.2
Plan implementation costs		28.5			0.3			—		—		27.7		56.5
Goodwill/Brand impairment		—			0.4			—		—		—		0.4
Other, net		(2.6	)		(1.7	)		—		—		—		(4.3	)
Total selling, general and administrative expenses		101.6			10.3			0.2		0.7		57.2		170.0
Consolidated total	$	167.1		$	11.8		$	0.2	$	0.7	$	57.2	$	237.0

Included in the above estimates are $143.0 million of charges which have resulted or will result in cash outflows and $94.0 million of non-cash charges.

During the second quarter of fiscal 2008, the Company recognized the following pre-tax charges (recoveries) in its consolidated statement of earnings:

	Consumer Foods			Food and Ingredients		Trading and Merchandising		International Foods		Corporate			Total
Accelerated depreciation	$	0.9		$	—	$	—	$	—	$	—		$	0.9
Other (including plant shutdown costs)		0.4			—		—		—		—			0.4
Total cost of goods sold		1.3			—		—		—		—			1.3
Asset impairment		0.4			—		—		—		—			0.4
Severance (and related costs)		(1.0	)		—		—		—		(0.1	)		(1.1	)
Plan implementation costs		2.5			—		—		—		0.1			2.6
Other, net		0.1			—		—		—		—			0.1
Total selling, general and administrative expenses		2.0			—		—		—		—			2.0
Consolidated total	$	3.3		$	—	$	—	$	—	$	—		$	3.3

15

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

During the first half of fiscal 2008, the Company recognized the following pre-tax charges (recoveries) in its consolidated statement of earnings:

	Consumer Foods			Food and Ingredients			Trading and Merchandising		International Foods		Corporate			Total
Accelerated depreciation	$	2.4		$	—		$	—	$	—	$	—		$	2.4
Pension/Postretirement		(1.8	)		—			—		—		—			(1.8	)
Other (including plant shutdown costs)		(0.8	)		—			—		—		—			(0.8	)
Total cost of goods sold		(0.2	)		—			—		—		—			(0.2	)
Asset impairment		0.4			—			—		—		—			0.4
Severance (and related costs)		(5.7	)		—			—		—		(0.6	)		(6.3	)
Contract termination		(1.8	)		—			—		—		—			(1.8	)
Plan implementation costs		3.0			—			—		—		0.2			3.2
Other, net		(3.5	)		(0.7	)		—		—		—			(4.2	)
Total selling, general and administrative expenses		(7.6	)		(0.7	)		—		—		(0.4	)		(8.7	)
Consolidated total	$	(7.8	)	$	(0.7	)	$	—	$	—	$	(0.4	)	$	(8.9	)

During the first half of fiscal 2008, the Company reassessed certain aspects of its plans to rationalize its supply chain. The Company has determined that it will continue to operate three production facilities that it had previously planned to close. As a result of such determination, previously established reserves, primarily for related severance costs and pension costs, have been reversed (as reflected in the table above). The Company is currently evaluating the best use of a new production facility, the construction of which is in progress, in connection with its restructuring plans. The Company, based on its current assessment of likely scenarios, believes the carrying value of this facility ($41.8 million at November 25, 2007) is recoverable. In the event the Company determines that the future use of the new facility will not result in recovery of the recorded value of the asset, an impairment charge would be required.

The Company recognized the following cumulative (plan inception to November 25, 2007) pre-tax charges (recoveries) related to restructuring in its consolidated statements of earnings:

	Consumer Foods			Food and Ingredients			Trading and Merchandising		International Foods		Corporate		Total
Accelerated depreciation	$	62.5		$	—		$	—	$	—	$	—	$	62.5
Inventory write-downs		4.4			0.2			—		—		—		4.6
Severance		—			1.1			—		—		—		1.1
Other (including plant shutdown costs)		(1.9	)		—			—		—		—		(1.9	)
Total cost of goods sold		65.0			1.3			—		—		—		66.3
Accelerated depreciation		5.7			—			—		—		0.4		6.1
Asset impairment		24.8			1.6			—		—		—		26.4
Severance (and related costs)		27.1			3.1			0.2		0.7		23.1		54.2
Contract termination		18.2			—			—		—		1.1		19.3
Pension/Postretirement		—			0.1			—		—		4.2		4.3
Plan implementation costs		22.7			0.2			—		—		28.3		51.2
Goodwill/Brand impairment		—			0.4			—		—		—		0.4
Other, net		(2.6	)		(1.7	)		—		—		—		(4.3	)
Total selling, general and administrative expenses		95.9			3.7			0.2		0.7		57.1		157.6
Consolidated total	$	160.9		$	5.0		$	0.2	$	0.7	$	57.1	$	223.9

16

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

Included in the above are $128.5 million of charges which have resulted or will result in cash outflows and $95.4 million of non-cash charges.

Liabilities recorded for the various initiatives and changes therein for the second quarter of fiscal 2008 were as follows:

	Balance at August 26, 2007		Costs Paid or Otherwise Settled			Costs Incurred and Charged to Expense		Changes in Estimates			Balance at November 25, 2007
Severance (and related costs)	$	13.8	$	(1.6	)	$	—	$	(1.1	)	$	11.1
Contract termination		0.1		(0.1	)		—		—			—
Plan implementation costs		0.9		(3.3	)		3.0		—			0.6
Total	$	14.8	$	(5.0	)	$	3.0	$	(1.1	)	$	11.7

9. INCOME TAXES

In the second quarter of fiscal 2008 and 2007, the Company’s income tax expense was $132.9 million and $119.1 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income from continuing operations, inclusive of equity method investment earnings) was approximately 35% and 34% for the second quarter and first half of fiscal 2008, respectively, and 37% for both the second quarter and first half of fiscal 2007, respectively.

The Company adopted the provisions of FIN 48, effective May 28, 2007. As of May 28, 2007, the Company’s gross unrecognized tax benefits were $54.8 million, excluding a related liability of $12.7 million for gross interest and penalties. The liability for gross unrecognized tax benefits at November 25, 2007 was $124.0 million, excluding a related liability of $17.7 million for gross interest and penalties. An increase of approximately $62.6 million was recorded to gross unrecognized tax benefits during the quarter. The net amount of unrecognized tax benefits at November 25, 2007 and May 28, 2007 that, if recognized, would impact the Company’s effective tax rate is $40.0 million and $39.0 million, respectively. The adoption of FIN 48 also resulted in a $1.2 million increase to retained earnings.

The Company accrues interest and penalties associated with uncertain tax positions as part of income tax expense.

The Company conducts business and files tax returns in numerous countries, states, and local jurisdictions. The U.S. Internal Revenue Service (“IRS”) has completed its audit for tax years through fiscal 2004 and all resulting significant items have been settled with them. Other major jurisdictions where the Company conducts business generally have statutes of limitations ranging from 3 to 5 years.

The Company expects that the amount of gross unrecognized tax benefits will decrease by $20 million to $30 million over the next twelve months due to various federal, state, and foreign audit settlements and the expiration of statutes of limitations.

10. CONTINGENCIES

In fiscal 1991, the Company acquired Beatrice Company (“Beatrice”). As a result of the acquisition and the significant pre-acquisition contingencies of the Beatrice businesses and its former subsidiaries, the consolidated post-acquisition financial statements of the Company reflect liabilities associated with the estimated resolution of these contingencies. These include various litigation and environmental proceedings related to businesses divested by Beatrice prior to its acquisition by the Company. The litigation includes several public nuisance and personal injury suits against a number of lead paint and pigment manufacturers, including ConAgra Grocery Products and the Company as alleged successors to W. P. Fuller Co., a lead paint and pigment manufacturer owned and operated by Beatrice until 1967. Although decisions favorable to the Company have been rendered in Rhode Island, New Jersey, and Wisconsin, the Company remains a defendant in active suits in Illinois, Ohio, and California. The Illinois suit seeks class-wide relief in the form of medical monitoring for elevated levels of lead in blood. The State of Ohio and several of its municipalities seek abatement of the alleged nuisance and unspecified damages. In California, a number of cities and counties have joined in a consolidated action seeking abatement of the alleged public nuisance.

The environmental proceedings include litigation and administrative proceedings involving Beatrice’s status as a potentially responsible party at 36 Superfund, proposed Superfund, or state-equivalent sites; these sites involve locations previously owned or operated by predecessors of Beatrice that used or produced petroleum, pesticides, fertilizers, dyes, inks, solvents,

17

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

PCBs, acids, lead, sulfur, tannery wastes, and/or other contaminants. Beatrice has paid or is in the process of paying its liability share at 34 of these sites. Reserves for these matters have been established based on the Company’s best estimate of its undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required cleanup, the known volumetric contribution of Beatrice and other potentially responsible parties, and its experience in remediating sites. The reserves for Beatrice environmental matters totaled $96.0 million as of November 25, 2007, a majority of which relates to the Superfund and state equivalent sites referenced above. Expenditures for these matters are expected to continue for a period of up to 20 years.

In certain limited situations, the Company will guarantee an obligation of an unconsolidated entity. Currently, the Company guarantees certain obligations primarily associated with leases entered into by certain of its equity method investees and divested companies. Under these arrangements, the Company is obligated to perform should the primary obligor be unable to perform. Most of these guarantees resulted from the Company’s fresh beef and pork divestiture. The remaining terms of these arrangements do not exceed eight years and the maximum amount of future payments the Company has guaranteed is approximately $29.5 million as of November 25, 2007. The Company has also guaranteed the performance of the divested fresh beef and pork business with respect to a hog purchase contract. The hog purchase contract requires the fresh beef and pork business to purchase a minimum of approximately 1.2 million hogs annually through 2014. The contract stipulates minimum price commitments, based in part on market prices and, in certain circumstances, also includes price adjustments based on certain inputs. The Company does not have a liability established in its consolidated balance sheets for these arrangements as the Company has determined that performance under the guarantees is not probable.

The Company is party to a number of lawsuits and claims arising out of the operation of its business, including lawsuits and claims related to the February 2007 recall of its peanut butter products. The Company believes that the ultimate resolution of these lawsuits and claims will not have a material adverse effect on the Company’s financial condition, results of operations, or liquidity. On June 28, 2007, officials from the Food and Drug Administration’s Office of Criminal Investigations executed a search warrant at the Company’s peanut butter manufacturing facility in Sylvester, Georgia, to obtain a variety of records and information relating to plant operations. The Company is cooperating with officials in regard to the investigation.

After taking into account liabilities recorded for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on the Company’s financial condition, results of operations, or liquidity. Costs of legal services are recognized in earnings as services are provided.

11. PENSION AND POSTRETIREMENT BENEFITS

The Company and its subsidiaries have defined benefit retirement plans (“plans”) for eligible salaried and hourly employees. Benefits are based on years of credited service and average compensation or stated amounts for each year of service. The Company also sponsors postretirement plans which provide certain medical and dental benefits (“other benefits”) to qualifying U.S. employees.

The Company historically has used February 28 as its measurement date for its plans. Beginning May 28, 2007, the Company elected to early adopt the measurement date provisions of SFAS No. 158. These provisions require the measurement date for plan assets and liabilities to coincide with the sponsor’s fiscal year-end. The Company used the “alternative” method for adoption. As a result, during the first quarter of fiscal 2008 the Company recorded a decrease to retained earnings of approximately $11.7 million, net of tax, and an increase to accumulated other comprehensive income of approximately $1.6 million, net of tax, representing the periodic benefit cost for the period from March 1, 2007 through the Company’s fiscal 2007 year-end.

18

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

Components of pension benefit and other postretirement benefit costs are:

	Pension Costs
	Thirteen weeks ended						Twenty-six weeks ended
	November 25, 2007			November 26, 2006			November 25, 2007			November 26, 2006
Service cost	$	14.9		$	14.6		$	29.9		$	29.2
Interest cost		33.4			32.7			66.7			65.4
Expected return on plan assets		(37.2	)		(32.9	)		(74.3	)		(65.8	)
Amortization of prior service cost		0.9			0.8			1.7			1.6
Settlement loss		—			—			—			2.0
Recognized net actuarial loss		2.1			4.5			4.2			9.0
Benefit cost—Company plans		14.1			19.7			28.2			41.4
Benefit cost—multi-employer plans		2.9			2.2			4.7			4.3
Total benefit cost	$	17.0		$	21.9		$	32.9		$	45.7

	Postretirement Costs
	Thirteen weeks ended						Twenty-six weeks ended
	November 25, 2007			November 26, 2006			November 25, 2007			November 26, 2006
Service cost	$	0.2		$	0.5		$	0.5		$	1.0
Interest cost		5.4			5.2			10.7			10.4
Expected return on plan assets		(0.1	)		(0.1	)		(0.1	)		(0.2	)
Amortization of prior service cost		(2.9	)		(3.5	)		(5.8	)		(7.0	)
Recognized net actuarial loss		3.0			2.8			6.0			5.6
Total cost – Company plans	$	5.6		$	4.9		$	11.3		$	9.8

During the second quarter and first half of fiscal 2008, the Company contributed $2.4 million and $4.0 million, respectively, to the Company’s pension plans and contributed $9.2 million and $20.4 million, respectively, to the Company’s other postretirement plans. Based upon the current funded status of the plans and the current interest rate environment, the Company anticipates making further contributions of approximately $4.6 million to its pension plans for the remainder of fiscal 2008. The Company anticipates making further contributions of $23.6 million to its other postretirement plans during the remainder of fiscal 2008. These estimates are based on current tax laws, plan asset performance, and liability assumptions, which are subject to change.

12. LONG-TERM DEBT

In December 2006, the Company completed an exchange of approximately $200 million principal amount of its 9.75% subordinated notes due 2021 and $300 million principal amount of its 6.75% senior notes due 2011 for approximately $500 million principal amount of 5.82% senior notes due 2017 and cash of approximately $90 million, in order to improve the Company’s debt maturity profile. The Company is amortizing the $90 million cash payment (the unamortized portion of which is reflected as a reduction of senior long-term debt in the Company’s consolidated balance sheet at November 25, 2007) over the life of the new notes within interest expense.

For periods ending prior to November 25, 2007, the Company consolidated several entities from which it leases office buildings. These entities were determined to be variable interest entities and the Company was determined to be the primary beneficiary of each of these entities. In September 2007, the Company ceased to be the primary beneficiary of the entities from which it leases office buildings and, accordingly, the Company discontinued the consolidation of the assets and liabilities of these entities. This resulted in reducing the amount of long-term debt reflected in the Company’s balance sheet by $83 million. However, a lease agreement with one of the variable interest entities was determined to be a capital lease, and, as such, at November 25, 2007 the Company reflected the related leased assets of $46 million in property, plant and

19

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

equipment, capital lease obligations of $45 million in senior long-term debt, and $1 million in current installments of long-term debt.

13. RELATED PARTY TRANSACTIONS

Trading margins with affiliates (equity method investees) of $6.2 million and $7.9 million for the second quarter and first half of fiscal 2008, respectively, are included in net sales. Trading margins (losses) with affiliates (equity method investees) of $(0.7) million and $(0.5) million for the second quarter and first half of fiscal 2007, respectively, are included in net sales. The Company received management fees from affiliates (equity method investees) of $4.2 million and $7.9 million in the second quarter and first half of fiscal 2008, respectively. The Company received management fees from affiliates (equity method investees) of $3.7 million and $7.1 million in the second quarter and first half of fiscal 2007, respectively. Accounts receivable from affiliates totaled $3.5 million, $2.5 million, and $4.4 million at November 25, 2007, May 27, 2007, and November 26, 2006, respectively. Accounts payable to affiliates totaled $13.0 million, $13.5 million, and $11.9 million at November 25, 2007, May 27, 2007, and November 26, 2006, respectively.

During the first quarter of fiscal 2007, the Company sold an aircraft for proceeds of approximately $8.1 million to a company on whose board of directors one of the Company’s directors sits. The Company recognized a gain of approximately $3.0 million on the transaction.

The Company leases various buildings that are beneficially owned by Opus Corporation or entities related to Opus Corporation (the “Opus Entities”). The Opus Entities are affiliates or part of a large, national real estate development company. A former member of the Company’s Board of Directors, who left the board in the second quarter of fiscal 2008, is a beneficial owner, officer, and chairman of Opus Corporation and a director or officer of the related entities. The agreements relate to the leasing of land, buildings, and equipment for the Company in Omaha, Nebraska. The Company occupies the buildings pursuant to long-term leases with Opus Corporation and other investors, which leases contain various termination rights and purchase options. The Company made rental payments of $3.3 million and $6.9 million in the second quarter and first half of fiscal 2008, respectively, to the Opus Entities. The Company made rental payments of $3.6 million and $7.2 million in the second quarter and first half of fiscal 2007, respectively, to the Opus Entities. The Company has also entered into construction contracts with the Opus Entities, which relate to the construction of improvements to various properties occupied by the Company. The Company made payments of $0.5 million and $1.1 million to the Opus Entities for construction services for the second quarter and first half of fiscal 2007, respectively. The Company purchases property management services from Opus Corporation. Payments made by the Company to Opus Corporation or its affiliates for these services totaled $0.4 million and $0.8 million for the second quarter and first half of fiscal 2008, respectively. Payments made by the Company to Opus Corporation or its affiliates for these services totaled $0.4 million and $0.8 million for the second quarter and first half of fiscal 2007, respectively.

From time to time, one of the Company’s business units has engaged an environmental and agricultural engineering services firm. The firm is a subsidiary of an entity whose chief executive officer serves on the Company’s Board of Directors. Payments to this firm for environmental and agricultural engineering services performed totaled $0.1 million and $0.2 million in the second quarter and first half of fiscal 2008, respectively. Payments to this firm for environmental and agricultural engineering services performed totaled $0.1 million and $0.2 million in the second quarter and first half of fiscal 2007, respectively.

20

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

14. ACQUISITIONS

On July 23, 2007, the Company acquired Alexia Foods, a privately held natural food company, headquartered in Long Island City, New York, for approximately $50 million in cash plus assumed liabilities. Alexia Foods offers premium natural and organic food items including potato products, appetizers, and artisan breads. At November 25, 2007, $33 million of the purchase price has been allocated to goodwill and $19 million to other intangible assets.

On September 5, 2007, the Company acquired Lincoln Snacks, a privately held company located in Lincoln, Nebraska for approximately $50 million in cash plus assumed liabilities. Lincoln Snacks offers a variety of snack food brands and private label products. At November 25, 2007, $17 million of the purchase price has been allocated to goodwill and $17 million to other intangible assets.

On October 21, 2007, the Company acquired manufacturing assets of Twin City Foods, Inc. (“Twin City Foods”), a potato processing business, for approximately $22 million in cash.

The assets acquired and liabilities assumed in connection with these acquisitions were as follows:

Fair value of assets acquired	$	150.3
Cash paid for purchases		122.0
Liabilities assumed	$	28.3

Under the purchase method of accounting, the assets acquired and liabilities assumed in these acquisitions were recorded at their respective estimated fair values at the date of acquisition. The fair values are preliminary and are subject to refinement as the Company completes its analyses relative to the fair values at the respective acquisition dates.

15. BUSINESS SEGMENTS AND RELATED INFORMATION

The Company’s operations are organized into four reporting segments: Consumer Foods, Food and Ingredients, Trading and Merchandising, and International Foods. The Consumer Foods reporting segment includes branded, private label, and customized food products which are sold in various retail and foodservice channels. The products include a variety of categories (meals, entrees, condiments, sides, snacks, and desserts) across frozen, refrigerated, and shelf-stable temperature classes. The Food and Ingredients reporting segment includes commercially branded foods and ingredients, which are sold principally to foodservice, food manufacturing, and industrial customers. The segment’s primary products include specialty potato products, milled grain ingredients, dehydrated vegetables and seasonings, blends, and flavors. The Trading and Merchandising reporting segment includes the sourcing, merchandising, trading, marketing, and distribution of agricultural and energy commodities. The International Foods reporting segment includes branded food products which are sold in retail channels principally in North America, Europe, and Asia. The products include a variety of categories (meals, entrees, condiments, sides, snacks, and desserts) across frozen, refrigerated, and shelf-stable temperature classes.

At the beginning of the first quarter of fiscal 2008, the Company shifted management responsibility of its handheld product operations into the Consumer Foods segment from the Food and Ingredients segment, and a portion of its international snack export business from the Consumer Foods segment to the International Foods segment. Accordingly, all prior periods have been recharacterized to reflect these changes.

Intersegment sales have been recorded at amounts approximating market. Operating profit for each segment is based on net sales less all identifiable operating expenses. General corporate expense, net interest expense, equity method investment earnings, and income taxes have been excluded from segment operations.

The Company initiated a voluntary recall of all varieties of peanut butter manufactured at its Sylvester, Georgia plant during the third quarter of fiscal 2007. That action has resulted in direct costs related to the recall, most notably product retrieval and destruction costs, legal expenses and liabilities, and other costs. Furthermore, since the Company had no peanut butter in the marketplace from the time of the recall until the recent reintroduction of the Peter Pan^® peanut butter brand in August 2007, the size of the Company’s peanut butter business during the first half of fiscal 2008 was much smaller than what it was prior to the recall. The direct costs of the recall negatively impacted gross margin and operating profit primarily in the Consumer Foods segment for the second quarter and first half of fiscal 2008, as discussed below. Net sales for the Company’s peanut butter business in the second quarter and first half of fiscal 2008 were approximately $13 million and $22

21

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

million, respectively. Net sales for the Company’s peanut butter business in the second quarter and first half of fiscal 2007 were approximately $40 million and $82 million, respectively. Operating profit for the second quarter and first half of fiscal 2008 at the Consumer Foods segment also includes $3.1 million and $14.6 million, respectively, of costs related to the peanut butter recall reflected as an increase to cost of goods sold of $7.1 million for the first half of the year, and second quarter and first half increases to selling, general, and administrative expenses of $3.1 million and $7.5 million, respectively.

During the second quarter of fiscal 2008, the Company voluntarily recalled all of its Banquet^® and private label pot pies out of concern for potential salmonella contamination. After evaluation of the pot pie plant with the USDA and implementing changes regarding consumer cooking instructions and more rigorous testing of raw ingredients coming into the plant, the Company resumed pot pie production and distribution to stores. The direct costs of the recall negatively impacted gross margin and operating profit in the Consumer Foods segment for the second quarter of fiscal 2008, as discussed below. Net sales for the Company’s Banquet^® and private label pot pie business in the second quarter and first half of fiscal 2008 were approximately $6 million and $29 million, respectively. Net sales for the Company’s Banquet^® and private label pot pie business in the second quarter and first half of fiscal 2007 were approximately $29 million and $49 million, respectively. Operating profit for the second quarter and first half of fiscal 2008 at the Consumer Foods segment includes charges of $27.2 million of costs related to the Banquet^® and private label pot pie recall reflected as a decrease in net sales of $9.6 million, an increase to cost of goods sold of $9.4 million, and an increase to selling, general, and administrative expenses of $8.2 million.

Operating profit for the second quarter and first half of fiscal 2008 at the Consumer Foods segment includes a charge of $3.3 million and a benefit of $7.8 million, respectively, related to the Company’s fiscal 2006-2008 restructuring plan, while the operating profit for the second quarter and first half of fiscal 2007 included restructuring plan charges of $38.3 million and $63.8 million, respectively.

Operating profit for the first half of fiscal 2008 at the Food and Ingredients segment includes a benefit of $0.7 million related to the Company’s fiscal 2006 to 2008 restructuring plan, while the operating profit for the second quarter and first half of fiscal 2007 included restructuring plan charges of $0.8 million and $1.0 million, respectively. Operating profit for the second quarter and first half of fiscal 2007 also included an $8.0 million gain resulting from a legal settlement related to a fiscal 2005 fire at a production facility and a $17.6 million gain related to the sale of an oat milling facility.

Operating profit for the first half of fiscal 2008 at the Trading and Merchandising segment includes a gain of approximately $6.3 million related to the sale of an available-for-sale marketable security.

Operating profit at the International Foods segment for the second quarter and first half of fiscal 2007 includes a $3.6 million gain on the sale of a certain international right for a brand.

General corporate expenses for the second quarter and first half of fiscal 2008 include foreign currency derivative losses of $7.4 million. In fiscal 2008, the Company began to centrally manage foreign currency risk on behalf of the Company’s reporting segments. Foreign currency derivatives used in the Company’s risk management processes are not designated for hedge accounting treatment. These derivatives are viewed by management as providing economic hedges of the foreign currency risk of certain forecasted transactions. As such, these derivatives are recognized at fair market value with realized and unrealized gains and losses recognized in general corporate expenses. The gains and losses are subsequently recognized in the operating results of the reporting segments in the period in which the underlying transaction being economically hedged affects earnings.

General corporate expenses for the second quarter and first half of fiscal 2007 include charges of $4.4 million and $17.3 million, respectively, related to the Company’s fiscal 2006 to 2008 restructuring plan. General corporate expenses for the first half of fiscal 2007 include approximately $7.4 million resulting from a favorable resolution of franchise tax matters.

22

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

	Thirteen weeks ended
	November 25, 2007			November 26, 2006
Sales to unaffiliated customers
Consumer Foods	$	1,794.8		$	1,766.4
Food and Ingredients		995.0			869.6
Trading and Merchandising		545.5			297.3
International Foods		175.7			155.4
Total	$	3,511.0		$	3,088.7
Intersegment sales
Consumer Foods	$	23.2		$	18.7
Food and Ingredients		52.6			50.9
Trading and Merchandising		4.9			17.0
International Foods		1.8			2.1
		82.5			88.7
Intersegment elimination		(82.5	)		(88.7	)
Total	$	—		$	—
Net sales
Consumer Foods	$	1,818.0		$	1,785.1
Food and Ingredients		1,047.6			920.5
Trading and Merchandising		550.4			314.3
International Foods		177.5			157.5
Intersegment elimination		(82.5	)		(88.7	)
Total	$	3,511.0		$	3,088.7
Operating profit
Consumer Foods	$	234.0		$	277.3
Food and Ingredients		131.3			116.7
Trading and Merchandising		164.5			38.9
International Foods		14.7			18.6
Total operating profit		544.5			451.5
General corporate expenses		126.6			91.6
Interest expense, net		64.3			52.1
Income tax expense		132.9			119.1
Equity method investment earnings		23.1			12.6
Income from continuing operations	$	243.8		$	201.3

23

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Twenty-six Weeks ended November 25, 2007 and November 26, 2006

(columnar dollars in millions except per share amounts)

	Twenty-six weeks ended
	November 25, 2007			November 26, 2006
Sales to unaffiliated customers
Consumer Foods	$	3,362.1		$	3,288.6
Food and Ingredients		1,903.7			1,686.6
Trading and Merchandising		873.4			502.7
International Foods		327.4			299.4
Total	$	6,466.6		$	5,777.3
Intersegment sales
Consumer Foods	$	48.9		$	51.7
Food and Ingredients		100.3			97.9
Trading and Merchandising		6.8			22.5
International Foods		4.1			4.0
		160.1			176.1
Intersegment elimination		(160.1	)		(176.1	)
Total	$	—		$	—
Net sales
Consumer Foods	$	3,411.0		$	3,340.3
Food and Ingredients		2,004.0			1,784.5
Trading and Merchandising		880.2			525.2
International Foods		331.5			303.4
Intersegment elimination		(160.1	)		(176.1	)
Total	$	6,466.6		$	5,777.3
Operating profit
Consumer Foods	$	410.4		$	460.0
Food and Ingredients		251.5			220.8
Trading and Merchandising		240.1			54.5
International Foods		26.0			31.8
Total operating profit		928.0			767.1
General corporate expenses		201.0			181.4
Interest expense, net		122.8			110.1
Income tax expense		220.3			180.6
Equity method investment earnings		35.4			14.8
Income from continuing operations	$	419.3		$	309.8

The Company’s largest customer, Wal-Mart Stores, Inc. and its affiliates, accounted for approximately 12% and 13% of consolidated net sales (including sales from discontinued operations) for the second quarter and first half of fiscal 2008, respectively, and approximately 13% of consolidated net sales (including sales from discontinued operations) for the second quarter and first half of fiscal 2007, primarily in the Consumer Foods segment.

Wal-Mart Stores, Inc. and its affiliates accounted for approximately 8%, 9%, and 12% of consolidated net receivables as of November 25, 2007, May 27, 2007, and November 26, 2006, respectively, primarily in the Consumer Foods segment.

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ConAgra Foods, Inc. and Subsidiaries

Part I - Financial Information

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This report, including Management’s Discussion & Analysis, contains forward-looking statements. These statements are based on management’s current views and assumptions of future events and financial performance and are subject to uncertainty and changes in circumstances. Readers of this report should understand that these statements are not guarantees of performance or results. Many factors could affect the Company’s actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements, including those set forth in this report. These factors include, among other things, future economic circumstances, industry conditions, Company performance and financial results, availability and prices of raw materials, product pricing, competitive environment and related market conditions, operating efficiencies, the ultimate impact of recalls, access to capital, actions of governments and regulatory factors affecting the Company’s businesses, and other risks described in the Company’s reports filed with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance on any forward-looking statements included in this report which speak only as of the date of this report.

The following discussion should be read together with the Company’s financial statements and related notes contained in this report and with the financial statements, related notes, and Management’s Discussion & Analysis in the Company’s annual report on Form 10-K for the fiscal year ended May 27, 2007. Results for the thirteen week and twenty-six week periods ended November 25, 2007 are not necessarily indicative of results that may be attained in the future.

Fiscal 2008 Second Quarter Executive Overview

ConAgra Foods, Inc. (NYSE: CAG) is one of North America’s largest packaged food companies, serving grocery retailers, as well as restaurants and other foodservice establishments. Popular ConAgra Foods consumer brands include: Banquet^®, Chef Boyardee^®, Egg Beaters^®, Healthy Choice^®, Hebrew National^®, Hunt’s^®, Marie Callender’s^®, Orville Redenbacher’s^®, Reddi-wip^®, PAM^®, and many others.

Diluted earnings per share were $0.50 in the second quarter of fiscal 2008. Diluted earnings per share were $0.42 in the second quarter of fiscal 2007, with continuing operations contributing $0.39 per diluted share and discontinued operations contributing $0.03 per diluted share. Several significant items affect the comparability of year-over-year results of continuing operations. See “Other Significant Items of Note – Items Impacting Comparability” below.

The Company initiated a voluntary recall of all varieties of peanut butter manufactured at its Sylvester, Georgia plant during the third quarter of fiscal 2007. That action has resulted in direct costs related to the recall, most notably product retrieval and destruction costs, legal expenses and liabilities, and other costs. Furthermore, since the Company had no peanut butter in the marketplace from the time of the recall until the recent reintroduction of the Peter Pan^® peanut butter brand in August 2007, the size of the Company’s peanut butter business in the current periods is much smaller than what it was prior to the recall. The Company expects to gradually rebuild its peanut butter business. The direct costs of the recall negatively impacted gross margin and operating profit in the Consumer Foods segment for the second quarter and first half of fiscal 2008, as discussed below. Net sales for the Company’s peanut butter business in the second quarter and first half of fiscal 2008 were approximately $13 million and $22 million, respectively. Net sales for the Company’s peanut butter business in the second quarter and first half of fiscal 2007 were approximately $40 million and $82 million, respectively.

During the second quarter of fiscal 2008, the Company voluntarily recalled all of its Banquet^® and private label pot pies out of concern for potential salmonella contamination. After evaluation of the pot pie plant with the USDA and implementing changes regarding consumer cooking instructions and more rigorous testing of raw ingredients coming into the plant, the Company resumed production of Banquet^® and private label pot pie products and distribution to stores. The direct costs of the recall negatively impacted gross margin and operating profit in the Consumer Foods segment for the second quarter of fiscal 2008, as discussed below. The Company does not expect any additional significant expenses related to this recall. The Company expects overall fiscal 2008 Banquet^® and private label pot pie sales and profit to be lower than those of fiscal 2007. Net sales for the Company’s Banquet^® and private label pot pie business in the second quarter and first half of fiscal 2008 were approximately $6 million and $29 million, respectively. Net sales for the Company’s Banquet^® and private label pot pie business in the second quarter and first half of fiscal 2007 were approximately $29 million and $49 million, respectively.

Operating Initiatives

ConAgra Foods is implementing operational improvement initiatives that are intended to generate profitable sales growth, improve profit margins, and expand returns on capital over time.

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ConAgra Foods, Inc. and Subsidiaries

Part I - Financial Information

Recent developments in the Company’s strategies and action plans include:

• Pricing initiatives: The Company has faced significant increases in input costs during the first half of fiscal 2008 and expects this trend to continue for the remainder of fiscal 2008. The Company is continuing to monitor the challenging input cost environment and implementing pricing actions designed to attempt to offset these effects.

• Increased and more focused marketing and innovation investments: The Company is continuing its strategy for allocating its marketing resources. Investment is concentrated behind the brands with the most significant opportunities, and appropriate go-to-market strategies for all brands are being implemented. The Company’s innovation investments in fiscal 2007 resulted in the development of a variety of new products. Healthy Choice^® Café Steamers, Healthy Choice^® Panini, new flavors of Healthy Choice^® Soups, Hunt’s^® Fire Roasted Diced Tomatoes, Orville Redenbacher’s^® Smart Pop! Low Sodium, Orville Redenbacher’s^® Natural, Swiss Miss^® Pudding Mousse Delights, Chef Boyardee^® Mac & Cheese, PAM^® Professional, and Fleischmann’s^® and Parkay^® Soft Spreads were introduced to the market during fiscal 2008. These new products began contributing to unit volume and sales growth in the first half of fiscal 2008. Together with additional new products planned for the balance of fiscal 2008 and beyond, these products are expected to contribute to additional sales growth and market expansion in the future.

• Sales growth initiatives: The Company is continuing to implement sales improvement initiatives focused on penetrating the fastest growing channels, better return on customer trade arrangements, and optimal shelf placement for the Company’s most profitable products. These, along with the marketing initiatives, are intended to generate profitable sales growth.

• Reducing costs throughout the supply chain and the general and administrative functions: Since February 2006, the Company has been implementing the fiscal 2006 to 2008 restructuring plan. The Company has implemented several initiatives to streamline its supply chain through procurement initiatives, manufacturing process improvements, plant rationalization, and changes to its distribution network. The Company has also reduced its salaried workforce by several hundred employees over the past two years and implemented other initiatives that are designed to reduce selling, general and administrative expenses. The forecasted cost of the plan, updated through November 25, 2007, is $237 million. The Company has incurred total charges of $224 million since inception. As a result of the restructuring plan, the Company achieved cost savings of approximately $85 to $90 million in fiscal 2007, the benefits of which are expected to continue.

• Portfolio changes: In recent years, the Company divested non-core operations that had limited the Company’s ability to achieve its efficiency targets. Divesting these operations is helping to simplify the Company’s operations and enhance efficiency initiatives going forward.

Discontinued Operations. The results of operations for the packaged meats and packaged cheese businesses are reflected in discontinued operations for all periods presented.

Capital Allocation

During the first half of fiscal 2008, the Company has funded the following:

• capital expenditures of approximately $263 million,

• dividend payments of approximately $177 million,

• the repurchase of approximately $88 million (approximately 3.4 million shares) of common stock,

• the acquisition of Alexia Foods, a privately held natural food company, headquartered in Long Island City, New York, for approximately $50 million in cash plus assumed liabilities. Alexia Foods offers premium natural and organic food items including potato products, appetizers, and artisan breads,

• the acquisition of Lincoln Snacks, a privately held company located in Lincoln, Nebraska for approximately $50 million in cash plus assumed liabilities. Lincoln Snacks offers a variety of snack food brands and private label products, and

• the acquisition of assets of Twin City Foods, a potato processing business for approximately $22 million in cash.

During the second quarter of fiscal 2008, the Board of Directors authorized management to repurchase up to an additional $500 million of the Company’s common stock in the open market or through privately negotiated transactions. The Board of Directors also authorized a regular, quarterly dividend on the Company’s common stock, at the rate of $0.19 per common share. This reflects a $0.01 per share increase versus the previous six quarterly dividend payments.

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ConAgra Foods, Inc. and Subsidiaries

Part I - Financial Information

The Company continues to assess its allocation of capital and periodically reviews the appropriateness and timing of share repurchases.

Other Significant Items of Note – Items Impacting Comparability

Items of note impacting comparability for the second quarter and first half of fiscal 2008 include the following:

Reported within Continuing Operations

• charges totaling $27 million ($17 million after tax) for the second quarter related to the pot pie recall,

• charges totaling $3 million and $15 million ($2 million and $9 million after tax, respectively) for the second quarter and first half, respectively, related to the peanut butter recall,

• a charge of $3 million and a benefit of $9 million (charge of $2 million and a benefit of $5 million after tax, respectively) during the second quarter and first half, respectively, for the costs and recoveries of restructuring charges under the fiscal 2006 to 2008 restructuring plan, and

• a gain of approximately $6 million ($4 million after tax) in the first half of fiscal 2008 related to the sale of an available-for-sale equity security.

Items of note impacting comparability for the second quarter and first half of fiscal 2007 include the following:

Reported within Continuing Operations

• Charges totaling $44 million and $83 million ($27 million and $51 million after tax, respectively) for the second quarter and first half, respectively, for restructuring charges related to programs designed to reduce the Company’s ongoing operating costs,

• gains of approximately $21 million ($13 million after tax) during the second quarter related to the divestiture of an oat milling business and other non-core assets,

• a benefit of approximately $8 million ($5 million after tax) during the second quarter resulting from a legal settlement related to a fire at a production facility in fiscal 2005,

• a benefit of approximately $7 million ($5 million after tax) during the second quarter resulting from a favorable resolution of franchise tax matters,

• net tax charges of approximately $8 million during the second quarter related to unfavorable settlements and changes in estimates, and

• a gain of approximately $4 million, resulting from the sale of an equity investment in a malt business, and related income tax benefits of approximately $4 million, resulting in an after tax gain of approximately $8 million.

Reported within Discontinued Operations

• First half charges of approximately $21 million ($13 million after tax) related to an additional impairment charge based upon the final negotiations of the sale of the packaged meats business, and

• a gain of approximately $65 million ($37 million after tax) during the first half primarily from the divestiture of the packaged cheese business and a dietary supplement business.

Opportunities and Challenges

The Company believes that its initiatives will favorably impact future sales, profits, profit margins, and returns on capital. Because of the scope of change underway, there is risk that these broad change initiatives will not be successfully implemented. Input costs, competitive pressures, the ability to execute the operational changes and implement pricing actions, among other factors, will affect the timing and impact of these initiatives.

The Company’s Trading and Merchandising segment has achieved significant operating profits in recent quarters. Due to the nature of the commodity trading business, it may be difficult to consistently achieve such profits in the future.

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ConAgra Foods, Inc. and Subsidiaries

Part I - Financial Information

The Company has faced increased costs for many of its significant raw materials, packaging, and energy inputs. The Company seeks to mitigate the higher input costs through productivity and pricing initiatives, and the Company expects to take further price increases during the remainder of fiscal 2008. However, the Company expects higher input costs to continue for the remainder of fiscal 2008. If pricing actions together with productivity improvements are insufficient to cover these expected higher input costs, results of operations, particularly Consumer Foods operating profit, may continue to be negatively impacted. The Company uses long-term purchase contracts, futures, and options to reduce the volatility of certain raw materials costs.

Changing consumer preferences may impact sales of certain of the Company’s products. The Company offers a variety of food products which appeal to a range of consumer preferences and utilizes innovation and marketing programs to develop products that fit with changing consumer trends. As part of these programs, the Company introduces new products and product extensions.

Consolidation of many of the Company’s customers continues to result in increased buying power, negotiating strength, and complex service requirements for those customers. This trend, which is expected to continue, may negatively impact gross margins, particularly in the Consumer Foods segment. In order to effectively respond to this customer consolidation, the Company is continually evaluating its go-to-market strategies and its customer service costs. The Company is implementing trade promotion programs designed to improve return on investment, and pursuing shelf placement and customer service improvement initiatives.

Segment Review

The Company reports its operations in four reporting segments: Consumer Foods, Food and Ingredients, Trading and Merchandising, and International Foods.

Consumer Foods

The Consumer Foods reporting segment includes branded, private label, and customized food products which are sold in various retail and foodservice channels. The products include a variety of categories (meals, entrees, condiments, sides, snacks, and desserts) across frozen, refrigerated, and shelf-stable temperature classes.

Food and Ingredients

The Food and Ingredients reporting segment includes commercially branded foods and ingredients, which are sold principally to foodservice, food manufacturing, and industrial customers. The segment’s primary products include specialty potato products, milled grain ingredients, dehydrated vegetables and seasonings, blends, and flavors.

Trading and Merchandising

The Trading and Merchandising reporting segment includes the sourcing, merchandising, trading, marketing, and distribution of agricultural and energy commodities.

International Foods

The International Foods reporting segment includes branded food products which are sold in retail channels principally in North America, Europe, and Asia. The products include a variety of categories (meals, entrees, condiments, sides, snacks, and desserts) across frozen, refrigerated, and shelf-stable temperature classes.

At the beginning of the first quarter of fiscal 2008, the Company shifted management responsibility of its handheld product operations into the Consumer Foods segment from the Food and Ingredients segment, and a portion of its international snack export business from the Consumer Foods segment to the International Foods segment. Accordingly, all prior periods have been recharacterized to reflect these changes.

Net Sales

($ in millions) Reporting Segment	Net Sales
	Thirteen weeks ended						Twenty-six weeks ended
	November 25, 2007		November 26, 2006		% Inc / (Dec)		November 25, 2007		November 26, 2006		% Inc / (Dec)
Consumer Foods	$	1,795	$	1,767	2	%	$	3,362	$	3,288	2	%
Food and Ingredients		995		870	14	%		1,904		1,687	13	%
Trading and Merchandising		545		297	84	%		874		503	74	%

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ConAgra Foods, Inc. and Subsidiaries

Part I - Financial Information

($ in millions) Reporting Segment	Net Sales
	Thirteen weeks ended						Twenty-six weeks ended
	November 25, 2007		November 26, 2006		% Inc / (Dec)		November 25, 2007		November 26, 2006		% Inc / (Dec)
International Foods		176		155	13	%		327		299	9	%
	$	3,511	$	3,089	14	%	$	6,467	$	5,777	12	%

Net sales for the second quarter of fiscal 2008 were $3.5 billion, an increase of $422 million, or 14%, from the same period in the prior fiscal year. The increased sales were driven primarily by increased net sales in the Trading and Merchandising and Food and Ingredients segments. Net sales for the first half of fiscal 2008 were $6.5 billion, an increase of $689 million, or 12%, from the same period in the prior fiscal year reflecting higher sales in all reporting segments with significant increases in the Trading and Merchandising segment and the Food and Ingredients segment.

Consumer Foods net sales for the second quarter were $1.8 billion, an increase of 2% compared to the same period in the prior year. Consumer Foods net sales in the first half of fiscal 2008 were $3.4 billion, an increase of $74 million from the same period in the prior fiscal year. Results reflect decreased unit volume of 1%, resulting from the recalls of peanut butter and pot pies, which more than offset the 2% volume growth in the Company’s priority investment brands and 5% volume growth in the Company’s enabler brands. Modest price increases were largely offset by increased trade promotions. The Company achieved sales growth for several of its brands in the second quarter of fiscal 2008, including Blue Bonnet^®, Chef Boyardee^®, Egg Beaters^®, Healthy Choice^®, Hebrew National^®, Marie Callender’s^®, PAM^®, Reddi-wip^® , Rosarita^®, Slim Jim^®, Ro*tel^®, Snack Pack^®, VanCamp’s^®, and Wesson^®. Sales declines occurred for certain brands including ACT II^®, Crunch N Munch^®, Fleischmann’s^®, Gulden’s^®, Knott’s Berry Farm^®, La Choy^®, Manwich^®, Orville Redenbacher’s^®, Parkay^®, Pemmican^®, and Swiss Miss^®. In August 2007, the Company reintroduced Peter Pan^® peanut butter products, for which there had been no sales since the February 2007 recall. The Company expects to regain a significant portion of previous sales levels for this brand. However, sales of all peanut butter products, including both branded and private label, in the second quarter and first half of fiscal 2008 were $27 million and $60 million lower than comparable amounts in fiscal 2007. Consumer Foods net sales were also adversely impacted by the recall of Banquet^® and private label pot pies. Net sales were lower by approximately $23 million and $20 million in the second quarter and first half of fiscal 2008, relative to the comparable periods of fiscal 2007, primarily due to product returns and lost sales of Banquet^® and private label pot pies. Sales from the Company’s newly acquired Consumer Foods businesses, Alexia Foods and Lincoln Snacks, totaled $28 million in the second quarter of fiscal 2008. The Company divested a refrigerated pizza business during the first half of fiscal 2007. Sales from this business were $5 million and $17 million in the second quarter and first half of fiscal 2007, respectively.

Food and Ingredients net sales were $995 million in the second quarter of fiscal 2008, an increase of $125 million, or 14%, compared to the same period of the prior fiscal year. Net sales in the first half of fiscal 2008 were $1.9 billion, an increase of $217 million, or 13%, compared to the same period in the prior fiscal year. Increased net sales for the second quarter and first half of fiscal 2008 reflected increased prices in the segment’s flour milling operations, due to higher wheat prices, and price increases and improved sales volumes in the Company’s Lamb Weston specialty potato products, which achieved strong sales growth in export markets. These results were partially offset by the impact of the divestiture of an oat milling business in the first half of fiscal 2007.

Trading and Merchandising net sales were $545 million in the second quarter of fiscal 2008, an increase of $248 million, or 84%, from the same period in the prior year. Increased sales for the quarter reflect significantly higher sales of fertilizer as a result of increased demand in domestic markets, as well as higher fertilizer prices. Increases in sales of grain commodities, due to higher market prices, and more profitable agricultural commodity trading were partially offset by losses in livestock trading. Net sales in the first half of fiscal 2008 were $874 million, an increase of $371 million, or 74%, compared to the same period in the prior fiscal year. Increased net sales for the first half of fiscal 2008 reflect higher sales of fertilizer and trading and merchandising of agricultural commodities as well as more profitable trading of petroleum products.

International Foods net sales were $176 million in the second quarter of fiscal 2008 and $155 million in the same period of the prior year. Net sales increased in the second quarter due to increased volume and pricing of the Company’s priority investment brands, partially offset by the effects of increased trade spend. Net sales in the first half of fiscal 2008 were $327 million, an increase of $28 million from the same period in the prior fiscal year. Increases in net sales were achieved in all geographies during the first half of the year, reflecting increased volumes and modestly increased prices, partially offset by increased trade spend. Foreign currency exchange rates favorably impacted net sales for the second quarter and first half of fiscal 2008 by $10 million and $14 million, respectively.

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Part I - Financial Information

Gross Profit

(Net sales less cost of goods sold)

($ in millions) Reporting Segment	Gross Profit
	Thirteen weeks ended						Twenty-six weeks ended
	November 25, 2007		November 26, 2006		% Inc / (Dec)		November 25, 2007		November 26, 2006		% Inc / (Dec)
Consumer Foods	$	508	$	567	(10	)%	$	921	$	1,011	(9	)%
Food and Ingredients		182		137	33	%		347		281	23	%
Trading and Merchandising		202		60	236	%		296		92	221	%
International Foods		53		46	14	%		95		89	7	%
	$	945	$	810	17	%	$	1,659	$	1,473	13	%

The Company’s gross profit for the second quarter of fiscal 2008 was $945 million, compared to $810 million in the same period in the prior fiscal year. The increase in gross profit for the second quarter and first half of fiscal 2008 was largely driven by results in the Trading and Merchandising segment and the Food and Ingredients segment, partially offset by lower gross margins in the Consumer Foods segment. Costs of implementing the Company’s restructuring plan reduced gross profit for the second quarters of fiscal 2008 and 2007 by $1 million and $18 million, respectively. Gross profit for the first half of fiscal 2008 increased $186 million from the first half of fiscal 2007 to $1.7 billion. Costs of implementing the Company’s restructuring plan reduced gross profit for the first half of fiscal 2007 by $28 million.

Consumer Foods gross profit for the second quarter of fiscal 2008 was $508 million, a decrease of $59 million, or 10%, from the same period in the prior year. The decrease in gross profit reflects significantly higher input costs, and the effect of the peanut butter and pot pie recalls, partially offset by manufacturing efficiency gains. The impact on net sales of pricing increases was not significant during the quarter due to the offsetting effect of higher trade promotions. Consumer Foods gross profit of all peanut butter products, including both branded and private label, in the second quarter and first half of fiscal 2008 were $15 million and $38 million lower than comparable amounts in fiscal 2007. Consumer Foods gross profit of Banquet^® and private label pot pies products were lower by approximately $23 million and $22 million in the second quarter and first half of fiscal 2008, relative to the comparable periods of fiscal 2007. Newly acquired businesses contributed $6 million to gross profit in the second quarter of fiscal 2008. Costs of implementing the Company’s restructuring plan reduced gross profit for the second quarters of fiscal 2008 and 2007 by $1 million and $17 million, respectively. Gross profit for the first half of fiscal 2008 was $921 million, a decrease of $90 million from the same period in the prior fiscal year. Gross profits reflect higher input costs which were only partially offset by improved manufacturing efficiencies and modestly higher volumes and pricing. Costs of implementing the Company’s restructuring plan reduced gross profit for the first half of fiscal 2007 by $27 million.

Food and Ingredients gross profit was $182 million for the second quarter of fiscal 2008 and $137 million in the same period of the prior year, an increase of 33%, reflecting increased pricing at the Company’s Lamb Weston specialty potato business and improved margins in the milling business. Gross profit for the first half of fiscal 2008 was $347 million, an increase of $66 million from the same period in the prior fiscal year. The increase in gross profit was driven by higher pricing and volumes in the specialty potato business and improved margins in the milling business.

Trading and Merchandising gross profit for the second quarter of fiscal 2008 was $202 million, an increase of $142 million, or 236%, versus the same period of the prior year. The Company’s fertilizer and agricultural merchandising operations capitalized on rising prices and continued strong domestic and export demand. The agricultural trading results improved over the prior year, and energy trading results, while strong, were slightly below year-ago amounts. Gross profit for the first half of fiscal 2008 was $296 million, an increase of $204 million, or 221%, from the same period in the prior fiscal year. The higher gross profit reflects increased margin per ton from fertilizer trading and merchandising and higher trading margins for grain. Gross profit in the second quarter of fiscal 2008 from energy trading was flat when compared to the second quarter of fiscal 2007.

International Foods gross profit was $53 million for the second quarter of fiscal 2008 and $46 million in the same period of the prior year, an increase of 14%. This reflects a benefit of $4 million due to foreign currency exchange rate changes, and the increased sales, discussed above, partially offset by input cost inflation. Gross profit for the first half of fiscal 2008 was $95 million, an increase of $6 million from the same period in the prior fiscal year, including an increase of $5 million

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resulting from favorable foreign currency exchange rate changes. The increase in gross profit reflects the increases in net sales, as discussed above, favorable product mix, and reductions in supply chain costs, partially offset by input inflation.

	Gross Margin Percent
	Thirteen weeks ended				Twenty-six weeks ended
Reporting Segment	November 25, 2007		November 26, 2006		November 25, 2007		November 26, 2006
Consumer Foods	28	%	32	%	27	%	31	%
Food and Ingredients	18	%	16	%	18	%	17	%
Trading and Merchandising	37	%	20	%	34	%	18	%
International Foods	30	%	30	%	29	%	30	%
Total	27	%	26	%	26	%	26	%

The Company’s gross margin (gross profit as a percentage of net sales) for the second quarter of fiscal 2008 was 27%, as compared to 26% for the same period in the prior year, reflecting significantly more profitable operations in the Trading and Merchandising segment, offset by lower margins in the Consumer Foods segment. The Company’s gross margin was 26% for the first half of fiscal 2008 and 2007, reflecting more profitable operations in the Trading and Merchandising segment, offset by lower margins in the Consumer Foods segment. Increased input costs, operational inefficiencies, and increased trade promotions in the Consumer Foods segment in the first half of fiscal 2008 were not fully offset by increased sales prices and productivity efforts.

Selling, General and Administrative Expenses (includes general corporate expense)

Selling, general and administrative expenses totaled $527 million for the second quarter of fiscal 2008, an increase of $77 million, or 17%, as compared to the same period of the prior year. Selling, general and administrative expenses for the second quarter of fiscal 2008 reflect:

• reductions of advertising and promotions expenses of $22 million,

• increases in incentive expenses of $17 million, primarily in the Trading and Merchandising segment,

• increases in salaries expenses of $14 million,

• increases in contract services expenses of $13 million in connection with the Company’s information technology initiatives, including the Company’s SAP initiative,

• charges related to the peanut butter and pot pie recalls of approximately $12 million,

• foreign currency derivative losses of $7 million,

• increases in bad debt expenses of $6 million,

• charges of $2 million related to the execution of the Company’s restructuring plan, and

• reimbursement income of $5 million, net of pass-through costs, related to transition services provided to the buyers of certain divested businesses.

Selling, general and administrative expenses in the second quarter of fiscal 2007 included:

• charges of approximately $26 million related to the execution of the Company’s restructuring plan,

• a gain of $21 million related to the Company’s sale of an oat milling business and certain international licensing rights for a small brand,

• a benefit of approximately $8 million resulting from a legal settlement related to a facility fire in fiscal 2005,

• a benefit of $7 million resulting from a favorable resolution of franchise tax matters, and

• transition services income of $6 million, net of pass-through costs.

Selling, general and administrative expenses for the first half of fiscal 2008 totaled $932 million, an increase of $45 million, or 5%, as compared to the same period in the prior fiscal year. Results for the first half of fiscal 2008 reflect:

• increases in contract services expenses of $18 million in connection with the Company’s information technology initiatives, including the Company’s SAP initiative,

• reductions of advertising and promotions expenses of $17 million,

• charges related to the peanut butter and pot pie recalls of approximately $16 million,

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• increases in salaries expenses of $15 million,

• increases in incentive expenses of $14 million, primarily in the Trading and Merchandising segment,

• reductions of charitable contributions of $11 million,

• a benefit of approximately $9 million related to the recovery of certain costs in connection with the Company’s restructuring plan,

• increases in bad debt expenses of $8 million,

• foreign currency derivative losses of $7 million,

• a gain of $6 million due to the sale of an available-for-sale marketable security, and

• transition services income of $10 million, net of pass-through costs.

Selling, general and administrative expenses for the first half of fiscal 2007 included:

• charges of approximately $54 million related to the execution of the Company’s restructuring plan,

• a gain of approximately $21 million related to the Company’s sale of an oat milling business and certain international licensing rights for a small brand,

• a benefit of approximately $8 million resulting from a legal settlement related to a facility fire in fiscal 2005,

• a benefit of $7 million resulting from a favorable resolution of franchise tax matters,

• transition services income of $6 million, net of pass-through costs, and

• a gain of $4 million related to the Company’s sale of two aircraft.

In fiscal 2008, the Company began to centrally manage foreign currency risk on behalf of the Company’s reporting segments. Foreign currency derivatives used in the Company’s risk management processes are not designated for hedge accounting treatment. These derivatives are viewed by management as providing economic hedges of the foreign currency risk of certain forecasted transactions. As such, these derivatives are recognized at fair market value with realized and unrealized gains and losses recognized in general corporate expense. The gains and losses are subsequently recognized in the operating results of the reporting segments in the period in which the underlying transaction being economically hedged affects earnings. General corporate expense for the second quarter and first half of fiscal 2008 reflects derivative losses of $7 million.

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Operating Profit (Earnings before general corporate expense, interest expense, net, income taxes, and equity method investment earnings)

($ in millions) Reporting Segment	Operating Profit
	Thirteen weeks ended						Twenty-six weeks ended
	November 25, 2007		November 26, 2006		% Inc / (Dec)		November 25, 2007		November 26, 2006		% Inc / (Dec)
Consumer Foods	$	234	$	277	(16	)%	$	410	$	460	(11	)%
Food and Ingredients		131		117	13	%		252		221	14	%
Trading and Merchandising		165		39	323	%		240		54	341	%
International Foods		15		19	(21	)%		26		32	(18	)%

Consumer Foods operating profit for the second quarter of fiscal 2008 was $234 million, a decrease of $43 million, or 16% from the same period last year. The decrease for the second quarter is reflective of the lower gross profit, discussed above. Operating profit in the second quarter of fiscal 2008 was adversely impacted by the effects of the peanut butter and pot pie recalls. The Company incurred costs of $3 million and $38 million in the second quarter of fiscal 2008 and 2007, respectively, to implement its restructuring plan within the Consumer Foods segment. Advertising and promotion expense was $20 million lower in the second quarter of fiscal 2008 than in the second quarter of fiscal 2007. Included in the second quarter of fiscal 2007 was reimbursement income of approximately $6 million, net of pass-through costs, related to transition services provided to the buyers of certain divested businesses.

Consumer Foods operating profit for the first half of fiscal 2008 was $410 million, a decrease of $50 million, or 11%, from the same period last year. The decrease for the second quarter is reflective of the decreased gross profit, discussed above. Operating profit in the first half of fiscal 2008 was adversely impacted by the effects of the peanut butter and pot pie recalls. The Consumer Foods segment realized a benefit of $8 million due to the reversal of certain restructuring accruals in excess of additional charges incurred in the first half of fiscal 2008 related to the Company’s restructuring plan versus charges incurred of $64 million in the first half of fiscal 2007. Advertising and promotion expense was $16 million lower in the first half of fiscal 2008 than in the first half of fiscal 2007. Included in the first half of fiscal 2007 was reimbursement income of approximately $6 million, net of pass-through costs, related to transition services provided to the buyers of certain divested businesses.

For the second quarter of fiscal 2008, Food and Ingredients operating profit was $131 million, compared with $117 million for the second quarter of the prior fiscal year. Operating profit for the first half of fiscal 2008 was $252 million, an increase of $31 million, or 14%, from the same period last year. Improved operating profit is reflective of increased gross profits, discussed above. Operating profit for the second quarter and first half of fiscal 2007 includes a gain of $18 million on the sale of an oat milling business and a gain of $8 million resulting from a legal settlement related to a fire.

Trading and Merchandising operating profit for the second quarter of fiscal 2008 was $165 million, an increase of $126 million, or 323%, from the second quarter of last year. Operating profit for the first half of fiscal 2008 was $240 million, an increase of $186 million, or 341%, from the same period last year. Improved results in the second quarter and first half of fiscal 2008 were primarily due to the improved gross profit, as discussed above, partially offset by increased performance-based employee incentive costs.

International Foods operating profit for the second quarter of fiscal 2008 was $15 million, slightly behind the $19 million in the same period last year. Operating profit for the first half of fiscal 2008 was $26 million, a decrease of $6 million, or 18%, from the same period last year. Operating profit in the second quarter and first half of fiscal 2008 reflect increased gross profits, as discussed above, partially offset by higher compensation costs and an increase in selling and marketing expense. Operating profit in the second quarter and first half of fiscal 2007 includes a gain of approximately $4 million related to the sale of certain international licensing rights for a small brand.

Interest Expense, Net

Net interest expense was $64 million and $52 million for the second quarter of fiscal 2008 and 2007, respectively. Net interest expense was $123 million and $110 million for the first half of fiscal 2008 and 2007, respectively. Increased interest expense, net is the result of higher short-term borrowings and lower cash investments, as the Company has financed higher working capital in fiscal 2008.

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In December 2006, the Company completed an exchange of approximately $200 million principal amount of its 9.75% subordinated notes due 2021 and $300 million principal amount of its 6.75% senior notes due 2011 for approximately $500 million principal amount of 5.82% senior notes due 2017 and cash of approximately $90 million, in order to improve the Company’s debt maturity profile. The Company is amortizing the $90 million cash payment over the life of the new notes within interest expense.

Income Taxes

In the second quarter of fiscal 2008 and 2007, the Company’s income tax expense was $133 million and $119 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income from continuing operations, inclusive of equity method investment earnings) was approximately 35% and 34% for the second quarter and first half of fiscal 2008, respectively, and 37% for both the second quarter and first half of fiscal 2007, respectively. In the second quarter of fiscal 2007, the Company recognized additional income tax expense as a result of the settlement of the Company’s fiscal 2003 and fiscal 2004 federal income tax audit. This additional expense was partially offset by the income tax benefits realized from the sale of the Company’s equity method investment in the malt business. The Company expects its effective income tax rate to be in the range of 34% to 35% over time.

Equity Method Investment Earnings

Equity method investment earnings were $23 million and $35 million for the second quarter and first half of fiscal 2008, respectively. Equity method investment earnings were $13 million and $15 million for the second quarter and first half of fiscal 2007, respectively. Improved equity method investment earnings are the result of improved performance of a foreign potato processing venture and a grain export venture. During the second quarter of fiscal 2007, the Company completed the disposition of the equity method investment in the malt venture for proceeds of approximately $24 million, including notes and other receivables totaling approximately $7 million. This transaction resulted in a pre-tax gain of approximately $4 million, with a related tax benefit of $4 million.

Discontinued Operations

The second quarter of fiscal 2008 includes after tax income of $1 million from discontinued operations as compared to after tax income of $12 million in the same period of the prior fiscal year. The first half of fiscal 2008 and 2007 include after tax income of $1 million and $70 million from discontinued operations, respectively. The first half of fiscal 2007 includes after tax gains of approximately $36 million, primarily related to the sale of the packaged cheese business and the dietary supplement business.

Earnings Per Share

The Company’s diluted earnings per share in the second quarter and first half of fiscal 2008 were $0.50 and $0.85, respectively. The Company’s diluted earnings per share in the second quarter and first half of fiscal 2007 were $0.42 (including $0.03 per diluted share of earnings from discontinued operations) and $0.74 (including $0.13 per diluted share of earnings from discontinued operations), respectively. See “Other Significant Items of Note – Items Impacting Comparability” above as several other significant items affect the comparability of year-over-year results of operations.

Liquidity and Capital Resources

Sources of Liquidity and Capital

The Company’s primary financing objective is to maintain a prudent capital structure that provides the Company flexibility to pursue its growth objectives. The Company currently uses short-term debt principally to finance ongoing operations, including its trade working capital (accounts receivable and prepaid expenses and other current assets, less accounts payable and other accrued liabilities) needs and a combination of equity and long-term debt to finance both its base trade working capital needs and its noncurrent assets.

Commercial paper borrowings (usually less than 30 days maturity) are reflected in the Company’s consolidated balance sheets within notes payable. The Company has credit lines from banks that total approximately $2.1 billion. These lines are comprised of a $1.5 billion multi-year revolving credit facility with a syndicate of financial institutions which matures in December 2011, uncommitted short-term loan facilities approximating $132 million, and uncommitted trade finance facilities approximating $428 million. The multi-year facility is a back-up facility for the Company’s commercial paper program. Borrowings under the multi-year facility bear interest at or below prime rate and may be prepaid without penalty. These rates generally are approximately .30 to .35 percentage points higher than the interest rates for commercial paper. The Company has not drawn upon this multi-year facility. As of November 25, 2007, the Company had short-term notes payable of $322

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Part I - Financial Information

million that was comprised primarily of commercial paper. The multi-year revolving credit facility requires the Company to repay borrowings if the Company’s consolidated funded debt exceeds 65% of the consolidated capital base, as defined, or if fixed charges coverage, as defined, is less than 1.75 to 1.0, as such terms are defined in applicable agreements. As of the end of the first half of fiscal 2008, the Company is in compliance with the credit agreements’ financial covenants.

As of the end of both the first halves of fiscal 2008 and 2007, the Company’s senior long-term debt ratings were all investment grade ratings. A significant downgrade in the Company’s credit ratings would not affect the Company’s ability to borrow amounts under the revolving credit facilities, although borrowing costs would increase. A downgrade of the Company’s short-term credit ratings would impact the Company’s ability to borrow under its commercial paper program by causing increased borrowing costs and shorter durations and could result in possible access limitations.

During the second quarter of fiscal 2008, the Board of Directors authorized management to repurchase up to an additional $500 million of the Company’s common stock in the open market or through privately negotiated transactions. The Company plans to repurchase shares periodically depending on market conditions.

In December 2006, the Company completed an exchange of approximately $200 million principal amount of its 9.75% subordinated notes due 2021 and $300 million principal amount of its 6.75% senior notes due 2011 for approximately $500 million principal amount of 5.82% senior notes due 2017 and cash of approximately $90 million, in order to improve the Company’s debt maturity profile. The Company is amortizing the $90 million cash payment (the unamortized portion of which is reflected as a reduction of senior long-term debt in the Company’s consolidated balance sheet at November 25, 2007) over the life of the new notes within interest expense.

During the first half of fiscal 2007, the Company sold its refrigerated packaged meats business, its cheese business, its refrigerated pizza business, and an oat milling business for net proceeds of approximately $707 million. Also during the first half of fiscal 2007, the Company sold a note receivable from Swift Foods for proceeds of approximately $117 million, net of transaction expenses.

Cash Flows

During the first half of fiscal 2008, the Company used $607 million of cash, which was the net impact of $277 million used by operating activities, $372 million used in investing activities, and $41 million provided by financing activities.

Cash used in operating activities of continuing operations totaled $277 million in the first half of fiscal 2008, as compared to $57 million used in the same period of the prior year. Improved income from continuing operations was offset by a significant use of cash for working capital in the first half of fiscal 2008. The increased working capital was largely due to increased commodity and other inventory balances and receivables within the Trading and Merchandising, Food and Ingredients, and Consumer Foods segments, partially offset by decreases in derivative assets (classified in prepaid expenses and other current assets), increases in derivative liabilities, and increases in accounts payable. The higher inventory, receivables, and trade payables balances in the Food and Ingredients segment were largely due to higher input costs. Cash generated from operating activities of discontinued operations was approximately $1 million in the first half of fiscal 2008, as compared to $78 million of cash generated in the first half of fiscal 2007.

Cash used in investing activities from continuing operations totaled $372 million in the first half of fiscal 2008, versus cash generated from investing activities of $156 million in the same period of fiscal 2007. Investing activities of continuing operations in the first half of fiscal 2008 consisted primarily of expenditures of $122 million related to the purchase of businesses and capital expenditures of $302 million, which includes approximately $39 million of expenditures related to the Company’s purchase of certain warehouse facilities from its lessors (these warehouses were sold for proceeds of approximately $36 million to unrelated third parties immediately thereafter), offset by $17 million of proceeds from the sale of property, plant and equipment. Investing activities for the first half of fiscal 2007 consisted primarily of $117 million from the sale of notes receivable of Swift Foods, $102 million from the sale of property, plant and equipment, including the sale of four aircraft, and $72 million from the sale of an oat milling business, a refrigerated pizza business, and an equity method investment. These amounts were partially offset by $137 million of capital expenditures, which includes approximately $32 million of expenditures related to the Company’s purchase of certain warehouse facilities from its lessors (these warehouses were sold for proceeds of approximately $32 million to unrelated third parties immediately thereafter). The Company had no cash flows from investing activities of discontinued operations in the first half of fiscal 2008. The Company generated $665 million of cash from investing activities of discontinued operations in the first half of fiscal 2007, primarily from the disposition of the refrigerated meats and cheese businesses.

Cash provided by financing activities totaled $41 million in the first half of fiscal 2008 versus cash used of $370 million in the first half of fiscal 2007. During the first half of fiscal 2008 and 2007, the Company paid dividends of $177 million and

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$185 million, respectively. In the first half of fiscal 2008 and 2007, the Company repurchased $88 million and $203 million, respectively, of its common stock as part of its share repurchase program.

The Company estimates its capital expenditures in fiscal 2008 will be approximately $475 million (excluding the expenditures for the aforementioned purchase and subsequent resale of certain warehouse facilities). Management believes that existing cash balances, cash flows from operations, divestiture proceeds, existing credit facilities, and access to capital markets will provide sufficient liquidity to meet its working capital needs, planned capital expenditures, additional share repurchases, and payment of anticipated quarterly dividends.

Off-Balance Sheet Arrangements

The Company uses off-balance sheet arrangements (e.g., operating leases) where the economics and sound business principles warrant their use. The Company periodically enters into guarantees and other similar arrangements as part of transactions in the ordinary course of business. These are described further in “Obligations and Commitments,” below.

The Company consolidates the assets and liabilities of several entities from which it leases corporate aircraft. For periods ending prior to November 25, 2007, the Company consolidated several entities from which it leases office buildings. Each of these entities had been determined to be a variable interest entity and the Company was determined to be the primary beneficiary of each of these entities. In September 2007, the Company ceased to be the primary beneficiary of the entities from which it leases office buildings and, accordingly, the Company discontinued the consolidation of the assets and liabilities of these entities.

Due to the consolidation of the variable interest entities, the Company reflects in its balance sheets:

	November 25, 2007		May 27, 2007		November 26, 2006
Property, plant and equipment, net	$	53.3	$	155.9	$	159.3
Other assets		—		13.8		12.4
Current installments of long-term debt		3.2		6.1		7.7
Senior long-term debt, excluding current installments		52.6		144.1		166.4
Other accrued liabilities		0.6		0.6		0.6
Other noncurrent liabilities		—		21.9		—

The liabilities recognized as a result of consolidating these entities do not represent additional claims on the general assets of the Company. The creditors of these entities have claims only on the assets of the specific variable interest entities to which they have advanced credit.

Obligations and Commitments

As part of its ongoing operations, the Company enters into arrangements that obligate the Company to make future payments under contracts such as lease agreements, debt agreements, and unconditional purchase obligations (i.e., obligations to transfer funds in the future for fixed or minimum quantities of goods or services at fixed or minimum prices, such as “take-or-pay” contracts). The unconditional purchase obligation arrangements are entered into by the Company in its normal course of business in order to ensure adequate levels of sourced product are available to the Company. Of these items, debt and capital lease obligations, which totaled $3.5 billion and $71 million, respectively, as of November 25, 2007, are currently recognized as liabilities in the Company’s consolidated balance sheet. Operating lease obligations and unconditional purchase obligations, which totaled $716 million as of November 25, 2007, in accordance with generally accepted accounting principles, are not recognized as liabilities in the Company’s consolidated balance sheet.

A summary of the Company’s contractual obligations as of November 25, 2007 is as follows:

	Payments Due by Period (in millions)
Contractual Obligations	Total		Less than 1 Year		1-3 Years		3-5 Years		After 5 Years
Long-term debt	$	3,452.2	$	9.5	$	514.5	$	746.9	$	2,181.3
Capital lease obligations		71.4		6.2		7.7		5.2		52.3
Operating lease obligations		517.3		84.3		145.7		103.0		184.3
Purchase obligations		198.7		95.0		64.1		38.7		0.9
Total	$	4,239.6	$	195.0	$	732.0	$	893.8	$	2,418.8

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The Company is also contractually obligated to pay interest on its long-term debt obligations. The weighted average interest rate of the long-term debt obligations outstanding as of November 25, 2007 was approximately 7.2%.

The Company consolidates the assets and liabilities of certain entities from which it leases corporate aircraft. These entities have been determined to be variable interest entities and the Company has been determined to be the primary beneficiary of theses entities. The amounts reflected in contractual obligations of long-term debt, in the table above, include $56 million of liabilities of these variable interest entities to the creditors of such entities. The long-term debt recognized as a result of consolidating these entities does not represent additional claims on the general assets of the Company. The creditors of these entities have claims only on the assets of the specific variable interest entities. As of November 25, 2007, the Company is obligated to make rental payments of $70 million to the variable interest entities, of which $7 million is due in less than one year, $13 million is due in one to three years, and $50 million is due in three to five years. Such amounts are not reflected in the table, above.

As part of its ongoing operations, the Company also enters into arrangements that obligate the Company to make future cash payments only upon the occurrence of a future event (e.g., guarantees of debt or lease payments of a third party should the third party be unable to perform). The following commercial commitments are not recognized as liabilities in the Company’s consolidated balance sheet. A summary of the Company’s commitments, including commitments associated with equity method investments, as of November 25, 2007 is as follows:

	Amount of Commitment Expiration Per Period (in millions)
Other Commercial Commitments	Total		Less than 1 Year		1-3 Years		3-5 Years		After 5 Years
Guarantees	$	30.4	$	6.8	$	8.4	$	5.2	$	10.0
Other commitments		1.0		1.0		—		—		—
Total	$	31.4	$	7.8	$	8.4	$	5.2	$	10.0

The Company’s total commitments of $31 million include approximately $25 million in guarantees and other commitments the Company has made on behalf of the divested fresh beef and pork business.

As part of the fresh beef and pork transaction, the Company has guaranteed the performance of the divested fresh beef and pork business with respect to a hog purchase contract. The hog purchase contract requires the divested fresh beef and pork business to purchase a minimum of approximately 1.2 million hogs annually through 2014. The contract stipulates minimum price commitments, based in part on market prices and in certain circumstances also includes price adjustments based on certain inputs.

The obligations and commitments tables, above, do not include any reserves for income taxes under FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (as amended), as the Company is unable to reasonably estimate the ultimate amount or timing of settlement of its reserves for income taxes. The liability for unrecognized tax benefits at November 25, 2007 is $124 million.

Trading Activities

The Company accounts for certain contracts (e.g., “physical” commodity purchase/sale contracts and derivative contracts) at fair value. The Company considers a portion of these contracts to be its “trading” activities. The following table excludes certain commodity-based contracts entered into in the normal course of business, including “physical” contracts to buy or sell commodities (generally within the Company’s grain merchandising and flour milling businesses) at agreed-upon fixed prices, as well as derivative contracts (e.g., futures and options) used primarily to create an economic hedge of an existing asset or liability (e.g., inventory) or an anticipated transaction (e.g., purchase of inventory). The use of such contracts is not considered by the Company to be “trading” activities as these contracts are considered either normal purchase and sale contracts or economic hedging contracts. The Company includes in the following table all derivative instruments, including “physical” contracts related to the trading of energy-related commodities (such as petroleum products and natural gas).

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Part I - Financial Information

The following table represents the fair value and scheduled maturity dates of such contracts outstanding as of November 25, 2007:

($ in millions) Source of Fair Value	Fair Value of Contracts as of November 25, 2007
	Gross Asset				Gross Liability						Net Asset/(Liability)
	Maturity less than 1 year		Maturity 1-3 years		Maturity less than 1 year			Maturity 1-3 years			Maturity less than 1 year			Maturity 1-3 years		Total Fair Value
Prices actively quoted	$	2,531.7	$	88.7	$	(2,626.1	)	$	(81.1	)	$	(94.4	)	$	7.6	$	(86.8	)
Prices provided by other external sources		50.1		0.5		(25.6	)		(0.3	)		24.5			0.2		24.7
Prices based on other valuation models		—		—		—			—			—			—		—
Total fair value	$	2,581.8	$	89.2	$	(2,651.7	)	$	(81.4	)	$	(69.9	)	$	7.8	$	(62.1	)

In order to minimize the risk of loss associated with non-exchange-traded transactions with counterparties, the Company utilizes established credit limits and performs ongoing counterparty credit evaluations.

The asset and liability amounts in the table above reflect gross positions and are not reduced for offsetting positions with a counterparty when a legal right of offset exists. The “prices actively quoted” category reflects only contracts for which the fair value is based entirely upon prices actively quoted on major exchanges in the United States. The “prices provided by other external sources” category represents contracts which contain a pricing component other than prices actively quoted on a major exchange, such as forward commodity positions at locations for which over-the-counter broker quotes are available.

Critical Accounting Estimates

A discussion of the Company’s critical accounting estimates can be found in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’s annual report on Form 10-K for the fiscal year ended May 27, 2007.

Recently Issued Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest (minority interest) in a subsidiary and for the deconsolidation of a subsidiary. Upon its adoption, effective as of the beginning of the Company’s fiscal 2010, noncontrolling interests will be classified as equity in the Company’s financial statements and income and comprehensive income attributed to the noncontrolling interest will be included in the Company’s income and comprehensive income. The provisions of this standard must be applied retrospectively upon adoption. Management is currently evaluating the impact of adopting SFAS No. 160 on the Company’s consolidated financial position and results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS No. 141(R)”). SFAS No. 141(R) establishes principles and requirements for how an acquirer in a business combination recognizes and measures the assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree. The provisions of SFAS No. 141(R) are effective for the Company’s business combinations occurring on or after June 1, 2009.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. This provides entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without being required to apply complex hedge accounting provisions. The provisions of SFAS No. 159 are effective as of the beginning of the Company’s fiscal 2009. Management is currently evaluating the impact of adopting SFAS No. 159 on the Company’s consolidated financial position and results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective as of the beginning of the Company’s fiscal 2009 for the Company’s financial assets and liabilities, as well as for any other assets and liabilities that are carried at fair value on a recurring basis in its financial statements. The FASB has provided for a one-year deferral of the implementation of this standard for other nonfinanical assets and liabilities. Management is currently evaluating the impact of adopting SFAS No. 157 on the Company’s consolidated financial position and results of operations.

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ConAgra Foods, Inc. and Subsidiaries

Part I - Financial Information

Related Party Transactions

Trading margins with affiliates (equity method investees) of $6.2 million and $7.9 million for the second quarter and first half of fiscal 2008, respectively, are included in net sales. Trading margins (losses) with affiliates (equity method investees) of $(0.7) million and $(0.5) million for the second quarter and first half of fiscal 2007, respectively, are included in net sales. The Company received management fees from affiliates (equity method investees) of $4.2 million and $7.9 million in the second quarter and first half of fiscal 2008, respectively. The Company received management fees from affiliates (equity method investees) of $3.7 million and $7.1 million in the second quarter and first half of fiscal 2007, respectively. Accounts receivable from affiliates totaled $3.5 million, $2.5 million, and $4.4 million at November 25, 2007, May 27, 2007, and November 26, 2006, respectively. Accounts payable to affiliates totaled $13.0 million, $13.5 million, and $11.9 million at November 25, 2007, May 27, 2007, and November 26, 2006, respectively.

During the first quarter of fiscal 2007, the Company sold an aircraft for proceeds of approximately $8.1 million to a company on whose board of directors one of the Company’s directors sits. The Company recognized a gain of approximately $3.0 million on the transaction.

The Company leases various buildings that are beneficially owned by Opus Corporation or entities related to Opus Corporation (the “Opus Entities”). The Opus Entities are affiliates or part of a large, national real estate development company. A former member of the Company’s Board of Directors, who left the board in the second quarter of fiscal 2008, is a beneficial owner, officer, and chairman of Opus Corporation and a director or officer of the related entities. The agreements relate to the leasing of land, buildings, and equipment for the Company in Omaha, Nebraska. The Company occupies the buildings pursuant to long-term leases with Opus Corporation and other investors, which leases contain various termination rights and purchase options. The Company made rental payments of $3.3 million and $6.9 million in the second quarter and first half of fiscal 2008, respectively, to the Opus Entities. The Company made rental payments of $3.6 million and $7.2 million in the second quarter and first half of fiscal 2007, respectively, to the Opus Entities. The Company has also entered into construction contracts with the Opus Entities, which relate to the construction of improvements to various properties occupied by the Company. The Company made payments of $0.5 million and $1.1 million to the Opus Entities for construction services for the second quarter and first half of fiscal 2007, respectively. The Company purchases property management services from Opus Corporation. Payments made by the Company to Opus Corporation or its affiliates for these services totaled $0.4 million and $0.8 million for the second quarter and first half of fiscal 2008, respectively. Payments made by the Company to Opus Corporation or its affiliates for these services totaled $0.4 million and $0.8 million for the second quarter and first half of fiscal 2007, respectively.

From time to time, one of the Company’s business units has engaged an environmental and agricultural engineering services firm. The firm is a subsidiary of an entity whose chief executive officer serves on the Company’s Board of Directors. Payments to this firm for environmental and agricultural engineering services performed totaled $0.1 million and $0.2 million in the second quarter and first half of fiscal 2008, respectively. Payments to this firm for environmental and agricultural engineering services performed totaled $0.1 million and $0.2 million in the second quarter and first half of fiscal 2007, respectively.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The principal market risks affecting the Company are exposures to price fluctuations of commodity and energy inputs, interest rates, and foreign currencies. These fluctuations impact the trading business, which includes the commodity trading and merchandising functions and the processing businesses, which represent the remaining businesses of the Company.

Other than the changes noted below, there have been no material changes in the Company’s market risk during the thirteen weeks ended November 25, 2007. For additional information, refer to the “Quantitative and Qualitative Disclosures about Market Risk” in Item 7A of the Company’s annual report on Form 10-K for the fiscal year ended May 27, 2007.

Commodity Market Risk

The Company purchases commodity inputs such as wheat, corn, oats, soybean meal, soybean oil, petroleum products, natural gas, and packaging materials to be used in its operations. These commodities are subject to price fluctuations that may create price risk. The Company enters into commodity hedges to manage this price risk using physical forward contracts or derivative instruments. ConAgra Foods has policies governing the hedging instruments its businesses may use. These policies include limiting the dollar risk exposure for each of its businesses. The Company also monitors the amount of associated counter-party credit risk for all non-exchange-traded transactions. In addition, the Company purchases and sells certain commodities such as wheat, corn, cattle, hogs, soybeans, soybean meal, soybean oil, oats, petroleum products, and

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ConAgra Foods, Inc. and Subsidiaries

Part I - Financial Information

natural gas in its trading operations. The Company’s trading activities are limited in terms of maximum dollar exposure and monitored to ensure compliance with its established policies.

One measure of market risk exposure can be determined using sensitivity analysis. Sensitivity analysis is the measurement of potential loss of fair value of a derivative instrument resulting from a hypothetical change of 10% in market prices. Actual changes in market prices may differ from hypothetical changes. In reality, as markets move, the Company actively manages its risk and adjusts hedging strategies as appropriate. This sensitivity analysis excludes the underlying commodity positions that are being hedged which have a high inverse correlation to price changes of the derivative commodity instrument.

Fair value was determined using quoted market prices and was based on the Company’s net derivative position by commodity.

Based on the Company’s net derivative positions at the end of the first and second quarters of fiscal 2008, the maximum potential loss of fair value resulting from a hypothetical change of 10% in market prices was as follows:

(in millions)
Processing
Grains/Foods	$	5
Meats		—
Energy		16
Packaging		1
Trading
Grains/Foods	$	71
Meats		5
Energy		19

Foreign Currency Risk

In order to reduce exposures related to changes in foreign currency exchange rates, the Company may enter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency for certain of its operations and trading activities. This activity primarily relates to hedging against foreign currency risk in purchasing inventory and capital equipment, sales of finished goods, and future settlement of foreign denominated assets and liabilities.

One measure of market risk exposure can be determined using sensitivity analysis. Sensitivity analysis is the measurement of potential loss of fair value resulting from a hypothetical change of 10% in exchange rates. Actual changes in exchange rates may differ from hypothetical changes. This sensitivity analysis excludes the underlying foreign denominated transactions that are being hedged, which have a high inverse correlation to price changes of the derivative commodity instrument.

Based on the Company’s net foreign currency derivative positions at November 25, 2007, the maximum potential loss of fair value resulting from a hypothetical change of 10% in market prices was $22 million for processing activities and $5 million for trading activities.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management carried out an evaluation, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of November 25, 2007. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

During the second quarter of fiscal 2008, the Company migrated a significant portion of its general ledger systems to SAP software. This software implementation is part of the Company’s ongoing Project Nucleus, and management expects to continue implementing SAP software throughout other parts of the Company over the next few years. In connection with the SAP implementation completed during the second quarter, the Company has modified the design, operation and documentation of its internal control processes impacted by the new software.

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ConAgra Foods, Inc. and Subsidiaries

Part I - Financial Information

There were no other changes in the Company’s internal control over financial reporting during the second quarter of fiscal 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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ConAgra Foods, Inc. and Subsidiaries

Part II - Other Information

ITEM 1. LEGAL PROCEEDINGS

The Company is party to a number of lawsuits and claims arising out of the operation of its business. After taking into account liabilities recorded for these matters, management believes the ultimate resolution of such matters should not have a material adverse effect on the Company’s financial condition, results of operations, or liquidity.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents the total number of shares purchased during the second quarter of fiscal 2008, the average price paid per share, the number of shares that were purchased as part of a publicly announced repurchase program, and the approximate dollar value of the maximum number of shares that may yet be purchased under the share repurchase program:

Period	Total Number of Shares Purchased(1)	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares that may yet be Purchased under the Programs (1)
August 27 through September 23, 2007	—	—	—	$	500,011,000
September 24 through October 21, 2007	—	—	—	$	500,011,000
October 22 through November 25, 2007	—	—	—	$	500,011,000
Total Fiscal 2008 Second Quarter Activity	—	—	—	$	500,011,000

(1) Pursuant to publicly announced share repurchase programs, since December 2003, the Company has repurchased 58.4 million shares at a cost of $1.5 billion. During the second quarter of fiscal 2008, the Board of Directors authorized management to repurchase up to an additional $500 million of the Company’s common stock in the open market or through privately negotiated transactions. The program has no expiration date.

The Company intends to repurchase shares periodically depending on market conditions.

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ConAgra Foods, Inc. and Subsidiaries

Part II - Financial Information

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Disclosure pursuant to this item was provided in the Company’s Form 10-Q for the quarter ended August 26, 2007.

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ConAgra Foods, Inc. and Subsidiaries

Part II - Financial Information

ITEM 6. EXHIBITS

Exhibits
10.1	ConAgra Foods, Inc. Amended and Restated Nonqualified CRISP Plan (January 1, 2008 Restatement)
10.2	ConAgra Foods, Inc. Nonqualified Pension Plan (January 1, 2008 Restatement)
10.3	ConAgra Foods, Inc. Directors Deferred Compensation Plan (January 1, 2008 Restatement)
10.4	ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (January 1, 2008 Restatement)
10.5	Form of Executive Time Sharing Agreement
12	Statement regarding computation of ratio of earnings to fixed charges
31.1	Section 302 Certificate of Chief Executive Officer
31.2	Section 302 Certificate of Chief Financial Officer
32.1	Section 906 Certificates

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ConAgra Foods, Inc. and Subsidiaries

Part II - Financial Information

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CONAGRA FOODS, INC.
By:	/s/ ANDRE J. HAWAUX
	Andre J. Hawaux
	Executive Vice President and Chief Financial Officer
By:	/s/ JOHN F. GEHRING
	John F. Gehring
	Senior Vice President and Corporate Controller

Dated this 3rd day of January, 2008.

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EXHIBIT	DESCRIPTION	PAGE
10.1	ConAgra Foods, Inc. Amended and Restated Nonqualified CRISP Plan (January 1, 2008 Restatement)	47
10.2	ConAgra Foods, Inc. Nonqualified Pension Plan (January 1, 2008 Restatement)	55
10.3	ConAgra Foods, Inc. Directors Deferred Compensation Plan (January 1, 2008 Restatement)	67
10.4	ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (January 1, 2008 Restatement)	72
10.5	Form of Executive Time Sharing Agreement	84
12	Statement regarding computation of ratio of earnings to fixed charges.	91
31.1	Section 302 Certificate of Chief Executive Officer	92
31.2	Section 302 Certificate of Chief Financial Officer	93
32.1	Section 906 Certificates	94

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EX-10.1

EXHIBIT 10.1

CONAGRA FOODS, INC.

AMENDED AND RESTATED

NONQUALIFIED CRISP PLAN

(January 1, 2008 Restatement)

1. Purpose. The Company has previously adopted the ConAgra Retirement Income Savings Plan (“Qualified CRISP”). The Qualified CRISP is qualified under Code § 401(a). Regardless of a qualified plan’s benefit formula, the Code imposes restrictions upon the benefits that may be provided under plans qualified under Code § 401(a), such as limitations under Code §§ 401(a)(17), 401(k), 402(g) and 415 (“Code Restrictions”). These Code Restrictions limit the amount of retirement benefits that may be provided to certain Company executives under the Qualified CRISP. This Plan is created for the sole purpose and is intended to make up the employer-provided benefits not available under the Qualified CRISP benefit formula because of the Code Restrictions.

This plan is intended to be an unfunded and unsecured plan primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. The plan is further intended to be construed and administered in conformance with the applicable requirements of ERISA, and the requirements to avoid a violation of Code § 409A or the guidance issued by the Department of the Treasury and Internal Revenue Service with respect to Code § 409A. This plan document shall be administered and construed in a manner consistent with said intent and according to the laws of the State of Nebraska to the extent that such laws are not preempted by the laws of the United States of America.

2. Definitions. The following definitions shall apply to the Plan:

2.1 “Account” means the bookkeeping account and any subaccounts to which amounts pursuant to Section 4, and earnings and losses thereon, are credited.

2.2 “Board” means the Company’s Board of Directors.

2.3 “Change of Control Event” means either of the following:

(a) Individuals who constitute the Board (the “Incumbent Board”) cease for any reason during any 12-month period to constitute at least fifty percent (50%) of the members of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s 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

(b) Consummation of a reorganization, merger or consolidation, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own fifty percent (50%) or more 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 the Company or the sale of all or substantially all of its assets to a person (or more than one person acting as a group, as determined under Treasury Regulation section 1.409A-3(i)(5)(v)(B)) who is not related to the Company within the meaning of Treasury Regulation section 1.409A-3(i)(5)(vii)(B).

2.4 “Code” means the Internal Revenue Code of 1986, as amended.

2.5 “Committee” means the Company’s Employee Benefits Administrative Committee.

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2.6 “Company” or “ConAgra” means ConAgra Foods, Inc., a Delaware corporation, or any successor corporation or other entity resulting from a merger or consolidated into or with the Company or a transfer or sale of substantially all of the assets of the Company.

2.7 “Disability” means any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, which entitles a Participant to receive income replacement benefits for a period of not less than three (3) months under the Company’s long-term disability plan.

2.8 “Employee” shall have the same meaning as set forth in the Qualified CRISP.

2.9 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.10 “HR Committee” means the HR Committee of the Board.

2.11 “Participant” means an Employee who has satisfied the eligibility requirements set forth in Section 3 of the Plan and who has not received his total benefits under the Plan.

2.12 “Participant’s Account” means an account established pursuant to Section 6 of the Plan.

2.13 “Plan” means the ConAgra Foods, Inc. Nonqualified CRISP Plan, set forth herein, as it may be amended from time to time.

2.14 “Plan Year” means the calendar year.

2.15 “Related Company” means: (i) any corporation that is a member of a controlled group of corporations (as defined in Code Section 414(b) that includes the Company); and (ii) any trade or business (whether or not incorporated) that is under common control (as defined in Code Section 414(c)) with the Company. For purposes of applying Code §§ 414(b) and (c), 25% is substituted for the 80% ownership level.

2.16 “Separation from Service” means the date that the Participant separates from service within the meaning of Code Section 409A. Generally, a Participant separates from service if the Participant dies, retires, or otherwise has a termination of employment with the Company, determined in accordance with the following:

(a) Leaves of Absence. The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or, if longer, so long as the Participant retains a right to reemployment with the Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company. If the period of leave exceeds six (6) months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six (6)-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a twenty-nine (29)-month period of absence shall be substituted for such six (6)-month period.

(b) Dual Status. Generally, if a Participant performs services both as an employee and an independent contractor, such Participant must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a separation from service. However, if a Participant provides services to the Company as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Plan pursuant to Treasury Regulation section 1.409A-1(c)(2)(ii), then the services provided as a director are not taken into account in determining whether the Participant has a separation from service as an employee for purposes of this Plan.

48

(c) Termination of Employment. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor, except as provided in section 2.16(b) would permanently decrease to no more than twenty (20) percent of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in section 2.16(b) over the immediately preceding thirty-six (36)-month period (or the full period of services to the Company if the Participant has been providing services to the Company less than thirty-six (36) months). For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated emp!oyment as described above, for purposes of this paragraph (c) the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this subsection (c) (including for purposes of determining the applicable thirty-six (36)-month (or shorter) period).

(d) Service with Related Companies. For purposes of determining whether a separation from service has occurred under the above provisions, the “Company” shall include the Company and all Related Companies.

2.17 A “Specified Employee” is a key employee, as defined under Code Section 416(i), without regard to paragraph (5) thereof (and any successor or comparable Code sections).

2.18 “Valuation Date” means the last business day of each Plan Year, and such other dates as the Committee, in its discretion, designates as Valuation Dates.

3. Eligibility and Participation. Each Employee who meets the following requirements shall participate in the Plan:

(a) The Employee’s benefits under the Qualified CRISP are limited by the Code Restrictions;

(b) The Employee is among a select group of management or highly compensated Employees; and

(c) The HR Committee has selected the Employee to participate in the Plan.

The Employee shall become a Participant in the Plan as of the first day the Employee has met each of the above three (3) requirements, or such other date as selected by the HR Committee. Each Participant shall continue to participate in the Plan until all the benefits payable to the Participant under the Plan have been paid.

4. Credits. The Company shall credit each Participant’s Account on the last day of each Plan Year in an amount equal to the excess of (a) over (b), where:

(a) equals three percent (3%) of the Participant’s “compensation” for the Plan Year. For this purpose, “compensation” shall have the meaning ascribed to such term in the Qualified CRISP (ignoring the Code Restrictions on compensation), and

(b) equals the employer matching contribution that would have been made to the Qualified CRISP for the Participant if the Participant had made the maximum employee contribution allowed under the Qualified CRISP.

Notwithstanding anything to the contrary, a Participant shall not be eligible for additional credits for any Plan Year in which he does not meet all the requirements described in Section 3.

5. Participants’ Accounts. A separate account shall be established for each Participant in the Plan (“Participant’s Account”). Each Participant’s Account shall be credited with earnings and losses based on the investments selected by the Committee in which the Participant’s Account is deemed to be invested. Each Participant’s Account shall be valued as of each Valuation Date. A Participant’s Account shall not be forfeitable for any reason.

49

6. Time and Form of Payment.

(a) Time of Payment. This Section 6(a) shall apply, except to the extent Sections 7(d), or another subsection of this Section 6 is applicable. The normal date on which payment of a Participant’s Account shall be made or commence is the January that next follows the Participant’s Separation from Service.

The Committee shall determine the payment date within the parameters required by this Plan. A payment that is made during the Participant’s taxable year that includes the January payment is due shall be treated as having been made during such January.

(b) Normal Form of Payment. This Section 4.1(b) shall apply, except to the extent another subsection of this Section 4.1 or Section 4.3 is applicable. The normal form of payment of a Participant’s Account shall be paid, at his or her election, in a single lump sum payment (the default form of payment) equal to the value of Participant’s Account as of the most recent Valuation Date that precedes the payment date. However, a Participant may elect, pursuant to Section 7, that payment shall be made in installments over a period elected by the Participant that is not less than one (1) nor more than ten (10) years. Such election to receive installments will be effective only if the Participant is at least age fifty (50) and has an Account balance of at least one hundred thousand dollars ($100,000.00), in both cases as of the Separation from Service. Each installment payment shall equal the quotient of the value of the Participant’s Account as of the most recent Valuation Date that precedes the date the installment is to be paid, divided by the sum of one plus the number of installments to be paid after the current installment. Any installments shall be paid annually during January of each year an installment is due.

(c) Death. Upon the death of the Participant before distribution of the Participant’s entire Account (whether employed or not at the time of death), the Participant’s Account shall be paid to the Participant’s Beneficiary as soon as reasonably practical following the Participant’s death, but not later than the 90th day following the Participant’s death in a single lump sum equal to the value of the Participant’s Account as of the most recent Valuation Date preceding the payment.

(d) Disability. If a Participant becomes Disabled prior to the time payment is to be made or commenced pursuant to Section 6(a), the Participant’s Account shall be paid in the same manner as in Section 6(b), except that the age requirement for installment distributions shall not apply, commencing as soon as reasonably practical following the determination of Disability, but not later than the 90th day following such determination. Each installment payment shall equal the quotient of the value of the Participant’s Account as of the most recent Valuation Date that precedes the date the installment is to be paid, divided by the sum of one plus the number of installments to be paid after the current installment.

(e) Change of Control Event. Each Participant may elect, within the time period specified by Section 7(a) or (c), that such Participant’s Account shall be paid in a single lump sum either as soon as reasonably practical following the occurrence of a Change of Control Event, but not later than the 90th day following the occurrence of a Change in Control Event, or eighteen (18) months following the occurrence of a Change in Control Event. Such payment shall equal the value of the Participant’s Account as of the most recent Valuation Date preceding the payment. If an election is not made under this Section 6(e), then payment shall be made in accordance with the other Plan provisions.

(f) Distributions to Specified Employees. Notwithstanding any provision of the Plan to the contrary, if a Participant is a “Specified Employee”, no portion of his or her Account shall be distributed on account of a Separation from Service before the earlier of (a) the date which is six (6) months after the date of Separation from Service, or (b) the date of death of the Participant. Amounts that would have been paid during the delay will be adjusted for earnings and losses and paid on the first business day following the end of the six month delay.

7. Elections Regarding Time and Form of Payment. A Participant’s elections regarding the time and form of payment of his or her Account shall be made in accordance with the provisions of this Section 7.

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(a) Initial Elections. Except as otherwise provided in this Plan, the Participant’s election of the time and form of payment, pursuant to Sections 6(a), (b) and (e), must be received by the Committee no later than before the later of the Participant’s first day of employment by the Company or a Related Company, or the beginning of the taxable year of the Participant during which the Participant first performs service that gives rise to compensation that is to be deferred pursuant to this Plan. If a time and form of payment election is not timely received by the Committee, payment shall be made as if no election has been made. An initial election of time and form of payment shall become irrevocable as of the deadline for making such election, except as set forth in Section 7(b) and (c).

(b) Change in Elections. A Participant may elect to change the timing or form of distribution after the later of December 31, 2007, or the deadline for making an initial election only in accordance with this Section 7(b). Any election under this Section 7(b) must comply with Code Section 409A and the guidance issued by the Department of the Treasury with respect to the application of Code Section 409A. Except as permitted by Sections 7(c) and 7(d), a Participant may not elect to accelerate the date payment is to be made or commenced. Except as permitted by Section 7(d), a Participant may elect to delay the time payment is to be made or commenced and may change the form of payment from lump sum to installments, or vice versa, only if the following conditions are met:

(i) the election is received by the Committee not less than twelve (12) months before the date payment would have otherwise been made or commenced without regard to this election;

(ii) the election shall not take effect until at least twelve (12) months after the date on which the election is received by the Committee; and

(iii) except in the case of elections relating to payment on account of death or Disability, payment pursuant to the election shall not be made or commenced sooner than five (5) years from the date payment would have otherwise been made or commenced without regard to this election.

(c) Special Transition Rule. This paragraph is effective September 1, 2007. Notwithstanding any provision in the Plan to the contrary, pursuant to IRS Notice 2005-1, IRS Notice 2006-79, and Section 1.409A-2(b)(2)(iv) of the Treasury Regulations under Code Section 409A, new payment elections shall be permitted under the Plan without violating the subsequent deferral and anti-acceleration rules of Code Section 409A. Accordingly, each Participant may elect to change the time or form of payment, if such election is received by the Committee on or before December 31, 2007 and such election complies with Section 7(a) (other than the deadline under Section 7(a) for making elections). With respect to an election made on or after January 1, 2007, and on or before December 31, 2007, to change the time of payment, the election may apply only to amounts that otherwise would not be payable in 2007 and may not cause an amount to be paid in 2007 that otherwise would not be payable in 2007.

(d) Unforeseeable Emergency. A Participant may request that the Committee accelerate payment due to the occurrence of an “unforeseeable emergency” as defined by, and to the extent permitted by, Treasury Regulation 1.409A-3(i)(3).

8. Plan Administrator. The operation of the Plan shall be under the exclusive supervision of the Committee. It shall be a principal duty of the Committee to see that the Plan is carried out in accordance with its terms, and for the exclusive benefit of persons entitled to participate in the Plan without discrimination. The Committee shall have full and exclusive power to administer and interpret the Plan in all of its details; subject, however, to the requirements of ERISA and all pertinent provisions of the Code. For this purpose, the Committee’s powers will include, but will not be limited to, the following authority, in addition to all other powers provided by this Plan:

(a) to make and enforce such rules and regulations as the Committee deems necessary or proper for the efficient administration of the Plan;

(b) to interpret the Plan, the Committee’s interpretations thereof in good faith to be final, conclusive and binding on all persons claiming benefits under the Plan;

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(c) to decide all questions concerning the Plan and the eligibility of any person to participate in the Plan and to receive benefits provided under the Plan;

(d) to approve and authorize the payment of benefits;

(e) to appoint such agents, counsel, accountants and consultants as may be required to assist in administering the Plan; and

(f) to allocate and delegate the Committee’s fiduciary responsibilities under the Plan and to designate other person to carry out any of the Committee’s fiduciary responsibilities under the Plan, any such allocation, delegation or designation to be in accordance with Section 405 of ERISA.

No Committee member shall be involved in a decision that only affects that member’s benefit under the Plan, if any. The Committee may delegate any of its powers to any number of other persons.

9. Claims. It is the intent of the Company that benefits payable under the Plan shall be payable without the Participant having to complete or submit any claim forms. However, a Participant who believes he or she is entitled to a payment under the Plan may submit a claim for payments in writing to the Company. A claim for benefits under the Plan shall be made in writing by the Participant, or, if applicable the Participant’s executor or administrator or authorized representative (collectively, the “Claimant”) to the Committee.

(a) Claim Denials; Claim Appeals. If a claim for benefits under the Plan is denied, the Claimant shall be notified, in writing, within sixty (60) days (forty-five (45) days in the case of a claim due to Participant’s Disability) after the claim is filed. The notice shall be written in a manner calculated to be understood by the Claimant and shall set forth: (i) the specific reason(s) for the denial; (ii) specific references to the pertinent Plan provisions on which the denial is based; (iii) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation as to why such information is necessary; and (iv) an explanation of the Plan’s appeal procedure.

Within sixty (60) days (or within one hundred eighty (180) days in the case of a claim due to Participant’s Disability) after receipt of the above material, the Claimant shall have a reasonable opportunity to appeal the claim denial to the Committee for a full and fair review. The Claimant may: (i) request a review upon written notice to the Committee; (ii) review pertinent documents; and (iii) submit issues and comments in writing.

A decision by the Committee shall be made not later than sixty (60) days (or within forty-five (45) days in the case of a claim due to Participant’s Disability) after receipt of a request for review, unless special circumstances require an extension of time for processing, in which event a decision should be rendered as soon as possible, but in no event later than one hundred twenty (120) days (or within ninety (90) days in the case of a claim due to Participant’s Disability) after such receipt. The decision of the Committee shall be written and shall include specific reasons for the decision, written in a manner calculated to be understood by the Claimant, with specific references to the pertinent Plan provision on which the decision is based.

(b) Claims Limitations and Exhaustion. No claim shall be considered under these procedures unless it is filed with the Committee within one (1) year after the claimant knew (or reasonably should have known) of the principal facts on which the claims is based. Every untimely claim shall be denied by the Committee without regard to the merits of the claim. No legal action (whether arising under ERISA Section 502 or ERISA Section 510 or under any other statute or non-statutory law) may be brought by any claimant on any matter pertaining to this Plan unless the legal action is commenced in the proper forum before the earlier of: (i) two (2) years after the claimant knew (or reasonably should have known) of the principal facts on which the claim is based, or (ii) ninety (90) days after the claimant has exhausted the procedures outlined in Section 9(a). Knowledge of all facts that a Participant knew (or reasonably should have known) shall be imputed to each claimant who is or claims to be a beneficiary of the Participant (or otherwise claims to derive an entitlement by reference to a Participant) for the purpose of applying the one (1) year and two (2) year periods. The exhaustion of the procedures outlined in Section 9(a) is mandatory for resolving every claim and dispute arising under this Plan. No claimant shall be permitted to commence any legal action relating to any such claim or dispute unless a timely claim has been filed under the

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procedures outline in Section 9(a) and those procedures have been exhausted and any legal action all explicit and implicit determinations by the Committee shall be afforded the maximum deference permitted by law.

10. Amendment and Termination. The HR Committee reserves the right to amend or terminate the Plan at its sole and absolute discretion, except as provided below following the occurrence of a Change of Control Event. Any such amendment or termination shall be made pursuant to a resolution of the HR Committee and shall be effective as of the date of such resolution unless the resolution specifies a different effective date.

11. Effect of Amendment or Termination. No amendment or termination of the Plan shall directly or indirectly reduce the balance of any Account held hereunder as of the later of the adoption or effective date of such amendment or termination. Upon termination of the Plan, distribution of amounts credited to the Account shall be made to the Participant or his or her Beneficiary in the manner and at the time described in Article V of the Plan. The Participant’s Account will continue to share in earnings and losses until complete distribution of the Account.

12. Beneficiary Designation. The beneficiary under the Plan shall be the applicable beneficiary under the Qualified CRISP.

13. Section 409A Compliance. The Plan was amended and restated as of January 1, 2005 for purposes of complying with the provisions of Code Section 409A and is amended and restated as of January 1, 2007 for purposes of complying with the provisions of Code Section 409A and the final regulations promulgated thereunder. The Plan shall be interpreted to comply with Code Section 409A and not to cause income inclusion of a Participant’s Account (and any related penalty and interest) until such amount or amounts are actually distributed to such Participant. By participating in this Plan, each Participant automatically releases the Company, its employees, the Board and each member of the Board from any liability due to any failure to follow the requirements of Code Section 409A or any guidance or regulations thereunder, unless such failure was the result of an action or failure to act that was undertaken by the Company in bad faith.

14. Spendthrift Provision. No interest of any person or entity in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings, other than by will or the laws of descent.

15. Tax Withholding. The Company may determine, withhold and report the amount of any foreign, federal, state, or local taxes as the Company determines may be required to cover any taxes for which the Company may be liable with respect to any payment under this Plan. The Company shall have the authority, duty and power to reduce any benefit payable pursuant to the Plan by the amount of any foreign, federal, state or local taxes required by law to be withheld by the Company under applicable law with respect to such payment of benefits, and if required by law, the Participant’s share of Federal Insurance Contributions Act taxes, and any other employment taxes. The Company may in accordance with and to the extent it is able under the laws of the jurisdiction with respect to which a tax is owed, deduct the relevant amount from other earnings payable to the Participant or beneficiary. The Company shall be entitled to withhold and deduct from future wages of a Participant (or from other amounts that may be due and owing to a Participant from the Company), including all payments under this Plan, or make other arrangements for the collection of all legally required amounts necessary to satisfy any and all foreign, federal, state, or local, tax withholding and employment-related tax requirements.

16. Funding. Notwithstanding any other provisions of the Plan, this Plan shall be unfunded and the Participants in this Plan shall be no more than general, unsecured creditors of the Employer with regard to benefits payable pursuant to this Plan.

17. No Guarantee of Benefits. Nothing contained in the Plan shall constitute a guarantee by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefit hereunder.

18. No Enlargement of Employee Rights. No Participant shall have any right to receive a distribution of contributions made under the Plan except in accordance with the terms of the Plan. Establishment of the Plan shall not be construed to give any Participant the right to be retained in the service of the Employer.

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19. Incapacity of Recipient. If any person entitled to a distribution under the Plan is deemed by the Company to be incapable of personally receiving or giving a valid receipt for such payment, then, unless and until claim therefore shall have been made by a duly appointed guardian or other legal representative of such person, the Company may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment of the account of such person and a complete discharge of any liability of the Company and the Plan therefore.

20. Corporate Successors. The Plan shall not be automatically terminated by a transfer or sale of assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity, but the Plan shall be continued after such sale, merger or consolidated only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan. In the event that the Plan is not continued by the transferee, purchaser or successor entity, then the Plan shall terminate and the termination provision of Section 10 shall apply.

21. Governing Law. The Plan shall be construed and administered under the laws of the State of Nebraska to the extent federal law is not applicable.

22. Offsets. When any payment becomes due hereunder, the Company, without notice, demand, or any other action, may withhold payment and use the funds to offset any amounts owed by the Participant to the Company or any of its affiliates.

23. Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such provision had not been included herein.

24. Effective Date. The Plan was adopted effective January 1, 1988. This restatement is effective January 1, 2008, except as otherwise provided herein.

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EX-10.2

EXHIBIT 10.2

CONAGRA FOODS, INC.

NONQUALIFIED PENSION PLAN

(January 1, 2008 Restatement)

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Table of Contents

ARTICLE/SECTION		TITLE/SECTION HEADINGS	PAGE
Article I DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT			59
	1.01	“Accrued Benefit”	59
	1.02	“Affiliated Company”	59
	1.03	“Beneficiary”	59
	1.04	“Board”	59
	1.05	“Change in Control”	59
	1.06	“Code”	59
	1.07	“Committee”	59
	1.08	“Company”	59
	1.09	“Employee”	59
	1.10	“Employer”	59
	1.11	“Executive”	59
	1.12	“Lamb-Weston Supplemental Plan”	59
	1.13	“Participant”	60
	1.14	“Pilot”	60
	1.15	“Pilot’s Benefits”	60
	1.16	“Plan”	60
	1.17	“Plan Administrator”	60
	1.18	“Plan Year”	60
	1.19	“Salaried Plan”	60
	1.20	“Termination of Service”	60
	1.21	Gender and Number	60
	1.22	Titles	60
Article II ELIGIBILITY AND PARTICIPATION			60
	2.01	Eligibility to Participate	60
Article III AMOUNT OF BENEFITS			61
	3.01	Amount of Benefits	61
Article IV TIME AND FORM OF PAYMENT			64
	4.01	Time of Payment	64
	4.02	Form of Payment	64
	4.03	Method of Payment	64
	4.04	De Minimis Cash Out	64
Article V BENEFICIARY			64
	5.01	Beneficiary Designation	64
	5.02	Proper Beneficiary	64
	5.03	Minor or Incompetent Beneficiary	64
Article VI ADMINISTRATION OF THE PLAN			64
	6.01	Majority Vote	64
	6.02	Finality of Determination	64
	6.03	Certificates and Reports	65
	6.04	Indemnification and Exculpation	65
	6.05	Expenses	65
Article VII CLAIMS PROCEDURE			65
	7.01	Written Claim	65
	7.02	Denied Claim	65
	7.03	Review Procedure	65
	7.04	Committee Review	65
Article VIII NATURE OF COMPANY’S OBLIGATION			65
	8.01	Employer’s Obligation	65
	8.02	Creditor Status	66

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Article IX MISCELLANEOUS			66
	9.01	Written Notice	66
	9.02	Change of Address	66
	9.03	Merger Consolidation or Acquisition	66
	9.04	Amendment and Termination	66
	9.05	Employment	66
	9.06	Nontransferability	66
	9.07	Legal Fees	66
	9.08	Tax Withholding	66
	9.09	Acceleration of Payment	66
	9.10	Applicable Law	66
	9.11	Effective Date	66

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PREAMBLE

The purpose of this Nonqualified Pension Plan is to provide payments of equivalent value from the general assets of ConAgra Foods, Inc. to those participants in the ConAgra Foods, Inc. Pension Plan for Salaried Employees (Salaried Plan) who, due to the application of United States Internal Revenue Code Sections 415 and 401(a)(17), are precluded from receiving from the assets of the Salaried Plan all the payments to which they would otherwise be entitled. The Plan expresses ConAgra Foods’ commitment to provide such equivalent payments and sets forth the method for doing so. This Plan is also intended to provide additional benefits on an unfunded basis to certain selected management and highly compensated employees. This January 1, 2008 restatement allows the Company the discretion to cash out terminated Participants who have small accrued benefits.

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ARTICLE I

DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT

1.01 “Accrued Benefit” means the benefit which is calculated under Section 3.01 of the Salaried Plan.

1.02 “Affiliated Company” means any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes an Employer; any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with an Employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes an Employer; or any other entity required to be aggregated with an Employer pursuant to regulations under Section 414(o) of the Code.

1.03 “Beneficiary” means the person or persons or the estate of a Participant entitled to receive any benefits under this Plan.

1.04 “Board” means the Board of Directors of ConAgra Foods, Inc.

1.05 “Change in Control” means

(a) 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, ConAgra Foods or its subsidiaries, or any employee benefit plan of ConAgra Foods or its subsidiaries 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

(b) 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 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

(c) 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.

1.06 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 1.07 Committee means the Human Resource Committee of the Board.

1.07 “Committee” means the Human Resource Committee of the Board.

1.08 “Company” means ConAgra Foods, Inc.

1.09 “Employee” means an individual employed by an Employer.

1.10 “Employer” means ConAgra Foods, Inc. and any entity which has adopted the Plan.

1.11 “Executive” means any member of management of an Employer or any highly compensated employee.

1.12 “Lamb-Weston Supplemental Plan” means the Lamb-Weston Supplemental Plan which is merged into this Plan, as defined in this Section, effective December 31, 2002. This Plan accepts the obligation for benefits due by the Lamb-Weston Supplemental Plan for current and former employees and provides additional accrual of benefits for active Participants as provided in Article III of the Plan.

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1.13 “Participant” means a person who is or was employed by an Employer and who is eligible for the Plan as defined in Article III.

1.14 “Pilot” means an Employee who functions as a pilot or copilot for ConAgra Foods’ flight operations and is eligible for Pilot’s Benefits as defined in Section 3.01(d) of the Plan.

1.15 “Pilot’s Benefits” are the benefits provided under the Plan for Pilots which are defined in Section 3.01(d) of the Plan.

1.16 “Plan” means the ConAgra Foods, Inc. Nonqualified Pension Plan as described in this instrument and as amended from time to time.

1.17 “Plan Administrator” means the ConAgra Foods Employee Benefits Committee or such person or persons designated by the Committee from time to time.

1.18 “Plan Year” means the calendar year.

1.19 “Salaried Plan” means the ConAgra Foods, Inc. Pension Plan for Salaried Employees.

1.20 “Termination of Service” or similar expression means the termination of the Participant’s employment as a regular Employee of any Employer.

1.21 Gender and Number Wherever the context so requires, masculine pronouns include the feminine and singular words shall include the plural.

1.22 Titles Titles of the Articles of this Plan are included for ease of reference only and are not to be used for the purpose of construing any portion or provision of this Plan document.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

2.01 Eligibility to Participate

2.01(a) An Employee who has become a participant in the Salaried Plan shall become eligible to participate in this Plan, provided payment of the Participant’s Accrued Benefit is limited as described in Section 3.01(a) of this Plan and provided (i) the Employee’s most recent date of hire was prior to June 1, 2001, or (ii) any Employee who has been selected by the Committee or the Employer to receive a benefit under Section 3.01(a).

2.01(b) An Executive who has been selected by the Committee or the Employer to receive a benefit under Section 3.01(b) shall be eligible to participate in the Plan and receive benefits described in said Section 3.01(b).

2.01(c) An Executive who has been selected by the Committee or the Employer to receive certain benefits under this Plan shall become eligible to participate in this Plan and receive benefits described in Section 3.01(c) of this Plan.

2.01(d) A Pilot who is a participant in the Salaried Plan shall become eligible to participate in the Plan and receive a benefit described in Section 3.01(d).

2.01(e) Effective January 1, 2003, each Participant in the Lamb-Weston Supplemental Plan will become a Participant in the Plan and each active Participant in the Lamb-Weston Supplemental Plan will accrue benefits as provided in Section 3.01(e).

2.01(f) An Employee who is a participant in the Salaried Plan and is listed on an Appendix shall become eligible to participate in the Plan and receive a benefit described in the applicable subsection of Section 3.01.

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ARTICLE III

amount of benefits

3.01 Amount of Benefits Except as specifically provided in an individual agreement under Section 3.01(c), the benefits from this Plan complement benefits payable from the Salaried Plan and are subject to the same eligibility, vesting provisions and ancillary benefits applicable to the Participant in that Plan. The amounts defined in this Article III are total benefits. The benefits payable from the Plan are the total benefits defined in this Article III less benefits payable to the Participant under Section 4.01 of the Salaried Plan or any other qualified plan providing pension benefits for the period of employment for which Credited Service is provided under this Plan. The total benefits for Participants are as follows:

3.01(a) With respect to any participant in the Salaried Plan whose benefits from that plan are limited under Internal Revenue Code Section 401(a)(17), the total benefit is the total Accrued Benefit to which the Participant would have been entitled under the Salaried Plan formula applicable to the Participant disregarding any limitation or reduction brought about by the amendment to Section 401(a)(17) of the Internal Revenue Code contained in the Omnibus Budget Reconciliation Act of 1993 and effective for plan years beginning on or after January 1, 1994. For purposes of this section, the limitation under Code Section 401(a)(17) as indexed and in effect on the last day of the Plan Year prior to the effective date of the OBRA ‘93 amendment shall apply and shall be adjusted for cost of living increases concurrently with any adjustment to the current limit under Code Section 401(a)(17) by multiplying the limit applicable under this section by a fraction the numerator of which is the Code Section 401(a)(17) limit immediately after the adjustment (disregarding the change in 2002 made by the Economic Growth and Tax Relief Reconciliation Act of 2001) and the denominator of which is the Code Section 401(a)(17) limit effective for plan years beginning in 1994, with the result truncated to the next lower multiple of $10,000. No further adjustments will be made in the limit after 2002 resulting in the following limits on pay under this paragraph:

Year(s)*	Limit ($)*
1994	235,840
1995	235,840
1996	235,840
1997	250,000
1998	250,000
1999	250,000
2000	260,000
2001	260,000
After 2001	280,000

* For years prior to 1994 the limitation was per IRC 401(a)(17).

3.01(b) With respect to any Executive in the Salaried Plan, the total benefits to which the Participant would be entitled computed under the Salaried Plan formula applicable to that Participant disregarding any reductions, restrictions, or limitations brought about by Code Section 415 or Code Section 401(a)(17).

3.01(c) With respect to any Executive hereof, to the extent that such Executive has been selected to participate in this Plan pursuant to Section 2.01(c) hereof, the total benefits under this subsection 3.01(c) shall be such amount as determined by the Board, the Committee, the Employer, or the Plan Administrator in its sole and absolute discretion. Such payments may be designated to provide benefits under plan formulas which have been frozen or which were provided pursuant to plans which were terminated by the Employer or Affiliated Company or were sponsored by a prior employer or which are not otherwise provided under a qualified plan maintained by the Employer or as provided in an agreement specific to the Executive.

3.01(d) A Pilot who terminates employment on or after his 62nd birthday shall be eligible for Pilot’s Benefits under this paragraph. The total benefit shall be calculated as in 3.01(a) above with no reduction for commencement of benefits prior to age 65 but with the adjustments in (i), (ii), and (iii) as follows:

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(i) Average Monthly Pay shall be calculated as if the Pilot had attained age 65 and assuming the Pilot’s base pay as of the date of the calculation continued to the Pilot’s age 65,

(ii) Credited Service for purposes of the Plan will be changed to the Credited Service the Pilot would have earned under the Salaried Plan had he worked continuously until age 65, and

(iii) A Pilot who has satisfied the plan’s eligibility requirements and is an active Participant at age 62 will be vested in the Pilot’s Benefits, regardless of the Pilot’s Vesting Service.

3.01(e) Effective January 1, 2003, each active Participant in the Lamb-Weston Supplemental Plan on December 31, 2002 will become an active Participant in the Plan and accrue benefits as provided in this paragraph. With respect to such participant the total benefit is the total Accrued Benefit to which the Participant would have been entitled under Supplement Thirty-two of the Salaried Plan disregarding any limitation or reduction brought about by the amendment to Section 401(a)(17) of the Internal Revenue Code contained in the Omnibus Budget Reconciliation Act of 1993 and effective for plan years beginning on or after January 1, 1994. For purposes of this section, the limitation under Code Section 401(a)(17) as indexed and in effect on the last day of the Plan Year prior to the effective date of the OBRA ‘93 amendment shall apply and shall be adjusted for cost of living increases. No further adjustments will be made in the limit after 2002 resulting in the following limits on pay under this paragraph:

Year(s)*	Limit ($)*
1994	242,280
1995	248,700
1996	255,300
1997	263,440
1998	268,360
1999	272,520
2000	279,660
2001	289,260
After 2001	294,620

* For years prior to 1994 the limitation was per IRC 401(a)(17).

3.01(f) For a participant listed on Appendix A, total benefits under this subsection 3.01(f) shall be the greater of the amount determined under 3.01(b) above or the amount determined under Supplement Twenty-four Section 3.01(c) of the Salaried Plan calculated based on the following:

(i) Final Average Monthly Earnings is determined as of the date of calculation and is not limited as required under Code Section 401(a)(17),

(ii) benefits are calculated as if all Credited Service for the participant under the Plan was Credited Service earned prior to March 1, 1994,

(iii) reduced for early commencement, if applicable, as provided in Supplement Twenty-four Section 3.03(c), and

(iv) disregarding the eligibility requirements of that section.

3.01(g) For a participant listed on Appendix B, total benefits under this subsection 3.01(g) shall be the greater of the amount determined under 3.01(a) above or the amount determined under Supplement Twenty-four Section 3.01(c) of the Salaried Plan calculated based on the following:

(i) Final Average Monthly Earnings is determined as of the date of calculation and is limited as indicated in section 3.01(a) above,

(ii) benefits are calculated as if all Credited Service for the participant under the Plan was Credited Service earned prior to March 1, 1994,

(iii) reduced for early commencement, if applicable, as provided in Supplement Twenty-four Section 3.03(c), and

(iv) disregarding the eligibility requirements of that section.

3.01(h) For a participant listed on Appendix C, total benefits under this subsection 3.01(h) shall be the greatest of (i), (ii) or (iii) below:

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(i) the amount determined under 3.01(b) above, or

(ii) the amount determined under Supplement Twenty-five Section 3.01(c) of the Salaried Plan with the following modifications:

(I) Final Average Monthly Earnings is determined as of the date of calculation and is not limited as required under Code Section 401(a)(17),

(II) Pay as defined in Section 1.24 of Supplement Twenty-five will be defined for all years using the definition applicable to periods before January 1, 1993 and considers severance pay, if any, paid to the participant as Pay under that Section,

(III) benefits are calculated as if all Credited Service for the participant under the Plan was Credited Service earned prior to March 1, 1994,

(IV) reduced for early retirement, if applicable, as provided in Section 3.03(c) of Supplement Twenty-five, and

(V) disregarding the eligibility requirements of that section.

(iii) the benefit payable under the Hunt-Wesson Foods, Inc. Salaried Pension Plan (Amended and Restated as of June 30, 1985), in existence on February 28, 1989 calculated with the following modifications:

(I) Final Average Compensation is not limited as required under Code Section 401(a)(17),

(II) Compensation considers severance pay, if any, paid to the participant,

(III) benefits are calculated as if all Credited Service for the participant under the Plan was Credited Service, and

(IV) disregarding application of any limitations under Code Section 415.

3.01(i) For a participant listed on Appendix D, total benefits under this subsection 3.01(i) shall be the greater of (i) and (ii) below:

(i) the amount determined under 3.01(a) above, or

(ii) the amount determined under Supplement Twenty-five Section 3.01(c) of the Salaried Plan with the following modifications:

(I) Final Average Monthly Earnings is determined as of the date of calculation and is not limited as required under Code Section 401(a)(17),

(II) Pay as defined in Section 1.24 of Supplement Twenty-five will be defined for all years using the definition applicable to periods before January 1, 1993 and considers severance pay, if any, paid to the participant as Pay under that Section,

(III) benefits are calculated as if all Credited Service for the participant under the Plan was Credited Service earned prior to March 1, 1994,

(IV) reduced for early retirement, if applicable, as provided in Section 3.03(c) of Supplement Twenty-five, and

(V) disregarding the eligibility requirements of that section.

3.01(j) For a participant listed on Appendix E who remains continuously employed by an Affiliated Company after July 31, 1997 and retires from active employment on or after age 62, the total benefits under this subsection 3.01(j) shall be the amount determined under Supplement Twenty-nine Section 3.01(b)(iv) of the Salaried Plan with the following modifications or clarifications:

(i) Final Average Monthly Earnings is determined as of the date of calculation, and is limited under Code Section 401(a)(17) as defined by the Salaried Plan,

(ii) benefits are calculated using the Credited Service at age 62 for the participant under the Plan and treating that Credited Service as if it was earned prior to August 1, 1997,

(iii) reduced for early retirement, if applicable, on an actuarial equivalent basis as defined in Exhibit A of Supplement Twenty-nine and

(iv) disregarding the eligibility requirements of that section.

3.01(k) For a participant listed on Appendix F who remains continuously employed by an Affiliated Company after July 31, 1997 and retires from active employment on or after age 65, the total benefits under this subsection 3.01(k) shall be the amount determined under Supplement Twenty-nine Section 3.01(b)(iv) of the Salaried Plan with the following modifications or clarifications:

(i) Final Average Monthly Earnings is determined as of the date of calculation, and is limited under Code Section 401(a)(17) as defined by the Salaried Plan,

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(ii) benefits are calculated using the Credited Service at age 65 for the participant under the Plan and treating that Credited Service as if it was earned prior to August 1, 1997, and

(iii) disregarding the eligibility requirements of that section.

ARTICLE IV

TIME AND FORM OF PAYMENT

4.01 Time of Payment Entitlement to payments under this Plan shall commence at the same time as payments under the Salaried Plan to which they relate.

4.02 Form of Payment Payment under this Plan pursuant to Article III, except as provided in individual agreements, shall be made in the form of payment in which the Participant receives his benefit from the Salaried Plan. Actuarial equivalency under this Plan shall be determined by those administering this Plan using the factors used for comparable determinations under the Salaried Plan; provided, however, for purposes of calculating a lump sum, the discount rate and mortality assumptions used by the Company for purposes of calculating pension expense under FAS 87 (or is successor) for this Plan in the year in which the lump sum is paid will be used.

4.03 Method of Payment All payments hereunder shall be made in cash.

4.04 De Minimis Cash Out Notwithstanding anything herein to the contrary, in the event that the present value of a Participant’s accrued benefit is equal to or less than the applicable dollar amount under Code Section 402(g)(1)(B) ($15,500 for 2007), the Company may, in its sole discretion, pay the present value of the Participant’s accrued benefit to the Participant in a single lump sum within ninety (90) days after the date the Participant Separates from Service provided that such payment represents the Participant’s entire interest in the Plan and all other deferred compensation arrangements that are aggregated with this Plan under Treasury Regulation 1.409A-1(c)(2). The applicable dollar amount under Code Section 402(g)(1)(B) shall be the amount in effect for the calendar year during which payment pursuant to this paragraph may be made.

ARTICLE V

BENEFICIARY

5.01 Beneficiary Designation A Participant may designate his Beneficiary to receive benefits under the Plan by completing the appropriate form provided by the Plan Administrator. Any change of Beneficiary must satisfy all requirements for designation of a Beneficiary.

5.02 Proper Beneficiary If the Company has any doubt as to the proper Beneficiary to receive payments hereunder, the Company shall have the right to withhold such payments until the matter is finally adjudicated. However, any payment made by the Company, in good faith and in accordance with this Plan, shall fully discharge the Company and the Plan Administrator from all further obligations with respect to that payment.

5.03 Minor or Incompetent Beneficiary In making any payments to or for the benefit of any minor or an incompetent Beneficiary, the Company, in its sole and absolute discretion, may (a) make a distribution to a legal or natural guardian or other relative of a minor or court appointed committee of such incompetent; or (b) make a payment to any adult with whom the minor or incompetent temporarily or permanently resides. The receipt by a guardian, committee, relative or other person shall be a complete discharge to the Company. Neither the Plan Administrator nor the Company shall have any responsibility to see to the proper application of any payments so made.

ARTICLE VI

ADMINISTRATION OF THE PLAN

6.01 Majority Vote All resolutions or other actions taken by the Committee shall be by vote of a majority of those present at a meeting at which a majority of the members are present, or in writing by all the members, at the time in office, if they act without a meeting.

6.02 Finality of Determination Subject to the Plan, the Committee or Plan Administrator shall, from time to time, establish rules, forms and procedures for the administration of the Plan. Except as herein otherwise expressly provided, the

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Committee and Plan Administrator shall have full and absolute discretion to (i) construe and interpret the Plan, (ii) decide all questions arising with respect to the Plan, including but not limited to, eligibility to participate in the Plan, and determine the amount, manner and time of payment of any benefits to any Participant or Beneficiary. The respective decisions, actions and records of the Committee and Plan Administrator shall be conclusive and binding upon the Company and all persons having or claiming to have any right or interest in or under the Plan.

6.03 Certificates and Reports The members of the Committee, the Plan Administrator and the officers and directors of the Company shall be entitled to rely on all certificates, opinions, and reports made by any duly appointed accountants and consultants, and on all opinions given by any duly appointed legal counsel, which legal counsel may be counsel for the Company.

6.04 Indemnification and Exculpation The Company shall indemnify and hold harmless each member of the Committee, the Plan Administrator and any person acting on behalf of or pursuant to appointment by the Plan Administrator (hereinafter referred to as “designee”) in connection with the administration of the Plan against any and all expenses and liabilities arising out of his membership on the Committee or administration of the Plan or any action or failure to act by the Committee, Plan Administrator, any member of the Committee or any designee, except if such action or failure to act constitutes gross negligence or willful misconduct. Expenses against which a member of the Committee, the Plan Administrator or any designee shall be indemnified hereunder shall include, without limitation, the amount of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted, or a proceeding brought or settlement thereof. The foregoing rights of indemnification shall be in addition to any other rights to which the any such member of the Committee, Plan Administrator or designee may be entitled as a matter of law.

6.05 Expenses The expenses of administering the Plan shall be borne by the Company.

ARTICLE VII

CLAIMS PROCEDURE

7.01 Written Claim Benefits shall be paid in accordance with the provisions of this Plan. The Participant, or a designated Beneficiary or any other person claiming through the Participant, shall make a written request for benefits under this Plan. This written claim shall be mailed or delivered to the Plan Administrator. Such claim shall be reviewed by the Plan Administrator or his delegate.

7.02 Denied Claim If the claim is denied, in full or in part, the Plan Administrator shall provide a written notice within ninety (90) days setting forth the specific reasons for denial and any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary and appropriate information and explanation of the steps to be taken if a review of the denial is desired.

7.03 Review Procedure If the claim is denied and a review is desired, the Participant (or Beneficiary) shall notify the Plan Administrator, in writing, within sixty (60) days (a claim shall be deemed denied if the Plan Administrator does not take any action within the aforesaid ninety (90) day period) after receipt of the written notice of denial. In requesting a review, the Participant or his Beneficiary may request a review of the Plan document or other pertinent documents with regard to the employee benefit plan created under this agreement, may submit any written issues and comments, may request an extension of time for such written submission of issues and comments and may request that a hearing be held, but the decision to hold a hearing shall be within the sole discretion of the Committee.

7.04 Committee Review The decision on the review of the denied claim shall be rendered by the Committee within sixty (60) days after the receipt of the request for review (if no hearing is held) or within sixty (60) days after the hearing if one is held. The decision shall be written and shall state the specific reasons for the decision including reference to the specific provisions of this Plan on which the decision is based.

ARTICLE VIII

NATURE OF COMPANY’S OBLIGATION

8.01 Employer’s Obligation Each Employer’s payment obligations in connection with the benefits under this Plan shall be an unfunded and unsecured promise to pay the benefit due in accordance with the Plan. No Employer shall be obligated under any circumstances to fund its financial obligations under this Plan; provided, however, that each Employer may establish a trust and contribute assets to the trust for the purpose of satisfying its obligations under the Plan. An Employer’s

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obligations hereunder shall be discharged and satisfied to the extent proper payments are made from such trust to a Participant or Beneficiary.

8.02 Creditor Status Any assets which an Employer may acquire or set aside to help cover its financial liabilities are and shall remain general assets of such Employer subject to the claims of its general, unsecured creditors. Neither the Employer nor this Plan gives the Participant or any other person any beneficial or equitable ownership interest in any asset of the Employer. All rights of ownership in any such assets are, and remain, in the Employer.

ARTICLE IX

MISCELLANEOUS

9.01 Written Notice Any notice which shall or may be given under this Plan shall be in writing and shall be mailed by United States mail, postage prepaid. If notice is to be given to the Committee or the Plan Administrator, such notice shall be addressed to the Employee Benefits Committee at One ConAgra Drive, Omaha, NE 68102-5001.

9.02 Change of Address Any Participant may, from time to time, change the address to which notices shall be mailed by giving written notice of such new address.

9.03 Merger Consolidation or Acquisition The Plan shall be binding upon each Employer, its assigns, and any successor company which shall succeed to substantially all of its assets and business through merger, acquisition or consolidation, and upon a Participant, his Beneficiary, assigns, heirs, executors and administrators.

9.04 Amendment and Termination The Company, by action of the Committee, retains the sole and unilateral right to terminate, amend, modify or supplement this Plan, in whole or in part, at any time. This right includes the right to make retroactive amendments and the right to discontinue contributions. However, in no event shall the Company have the right to amend the Plan in a manner which adversely affects any rights of any Participant (to the extent already accrued) or, if deceased, such Participant’s Beneficiary, including, but not limited to, the right to payment of benefits pursuant to Article III hereof.

9.05 Employment This Plan does not provide a contract of employment between the Employer and the Participant, and, except as provided in any other contractual arrangement, if any, between a Participant and the Employer, the Employer reserves the right to terminate the Participant’s employment, for any reason, at any time, notwithstanding the existence of this Plan.

9.06 Nontransferability Except insofar as prohibited by applicable law, no sale, transfer, alienation, assignment, pledge, collateralization or attachment of any benefits under this Plan shall be valid or recognized by the Company. Neither the Participant, his spouse, or designated Beneficiary, shall have any power to hypothecate, mortgage, commute, modify or otherwise encumber in advance of any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony maintenance, owed by the Participant or his Beneficiary, or be transferable by operation of law in the event of bankruptcy, insolvency or otherwise.

9.07 Legal Fees All reasonable legal fees incurred by any Participant (or former Participant) to successfully enforce his valid rights under this Plan shall be paid by the Company in addition to sums due under this Plan.

9.08 Tax Withholding The Company may withhold from a payment any federal, state or local taxes required by law to be withheld with respect to such payment and such sum as the Company may reasonably estimate as necessary to cover any taxes for which the Company may be liable and which may be assessed with regard to such payment.

9.09 Acceleration of Payment The Company reserves the right to accelerate the payment of any benefits payable under this Plan at any time without the consent of the Participant, his estate, his Beneficiary or any other person claiming through the Participant.

9.10 Applicable Law This Plan shall be governed by the laws of the state of Nebraska.

9.11 Effective Date The Plan was adopted effective January 1, 1988. This amended and restated document reflects all Plan amendments through January 1, 2008.

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EX-10.3

EXHIBIT 10.3

CONAGRA FOODS, INC. DIRECTORS’

DEFERRED COMPENSATION PLAN

(January 1, 2008 Restatement)

ConAgra Foods, Inc. (the “Company”), has established and hereby amends and restates the “ConAgra, Inc., Directors’ Unfunded Deferred Compensation Plan” to have the following terms and conditions, effective as of January 1, 2008, except as otherwise noted herein. The name of the Plan is changed to the “ConAgra Foods, Inc. Directors’ Deferred Compensation Plan” (hereinafter described as “the Plan”).

1. Deferrals. A director may defer all or a portion of his or her fees earned during a year and subsequent years by filing a written election with the Company. Such election must be received by the Company by December 31^st of the prior year and will remain in effect until changed. Any election to change the director’s rate of deferral will be effective with respect to fees earned on and after the January 1 following receipt of the election by the Company. Any person elected to the Company’s Board of Directors who is not a director on the preceding December 31^st may, to the extent permitted by Internal Revenue Code (“Code”) Section 409A and the regulations and guidance issued thereunder (including, but not limited to, the plan aggregation rules under Treasury Regulation Section 1.409A-1(c)(2)), elect within thirty (30) days after his or her term begins to defer all or part of his or her fees earned after such election is received by the Company. Each deferral election shall be irrevocable on the deadline for making the election. A director who has deferred an amount under this Plan shall be a “Participant” until such director’s interest in the Plan has been paid in full. All references to the Code or Treasury Regulations are intended to refer to any successor provision that applies in a manner that is substantially similar to the intended application of referenced provision.

2. Accounts and Investments.

2.1 Deferral of Cash Fees and Stock Fees. Deferrals of fees that would otherwise have been paid in cash (“Cash Fees”) shall be credited to the Interest Bearing Account, unless and until the Company receives an election from the director to credit future deferrals of Cash Fees to the ConAgra Foods Common Stock Account (“Stock Account”) or to any other hypothetical investments permitted by the ConAgra Foods Employee Benefits Investment Committee (which shall be credited to the “Other Investments Account”). A Participant’s Interest Bearing, Stock and Other Investments Accounts shall be referred to as the Participant’s “Accounts.” Such election shall be subject to any limitations imposed by laws, regulations or the Company. Deferrals of fees that would otherwise have been paid in Company Stock (“Stock Fees”) shall be credited to the Stock Account.

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2.2 Hypothetical Investments. Amounts credited to the director’s Stock Account shall be a book entry by the Company payable in shares of ConAgra Foods Common Stock as provided in this Plan. If a director has elected to defer Cash Fees in the form of ConAgra Foods Common Stock, a book entry in the amount of the number of full shares to be credited to the Stock Account for each calendar quarter shall be determined on the basis of the closing price of the ConAgra Foods Common Stock on the last trading day of the quarter as reported for New York Stock Exchange – Composite Transactions (the “Quarterly Closing Price”), and any amount which would represent a fractional share shall be credited to the director’s Interest-Bearing Account. Dividend equivalents on shares credited to a director’s Stock Account shall be credited by book entry at the end of each calendar quarter to his or her Stock Account in the form of full shares of Common Stock based upon the Quarterly Closing Price; any amount which would represent a fractional share shall be credited to his or her Interest-Bearing Account. Cash Fees and dividend equivalents that are to be credited to the Stock Account shall be credited to the Interest-Bearing Account until they are credited to the Stock Account. The Interest-Bearing Account shall be credited on the first day of each month, with interest on the balance held in the fund for the prior period. The rate of interest to be credited shall be the daily prime rate of interest on the date as of which the credit is made, as published in the Federal Reserve Statistical Release H.15 Daily Update. The Other Investments Account shall be credited with earnings and losses at the intervals and in the manner determined by the ConAgra Foods Employee Benefits Investment Committee in its discretion. All Accounts shall be maintained as an accounting record of the Company’s obligation pursuant to this Plan, and will not represent an interest of any Participant in any asset. This Plan is unfunded and payable solely from the general assets of the Company. The Participants shall be unsecured creditors of the company with respect to their interests in the Plan.

2.3 Transfers Between Hypothetical Investments. Once per calendar year on the date or dates permitted by the Company, the director may also elect to transfer all or a portion of the director’s Interest-Bearing Account or Other Investments Account to the director’s Stock Account (but not vice versa), subject to any limitations imposed by laws, regulations or the Company, and such transfer shall be effective as of the date specified by the Company. All elections must be made during the Company’s insider trading “windows.” The ConAgra Foods Employee Benefits Investment Committee will determine the rules for transfers between and among the Interest-Bearing and Other Investments Accounts.

2.4 Participant Statements. The Company shall at least annually make available to each director participating in the Plan a statement of his or her total interest in the Plan.

3. Distributions.

3.1 Active Participant Payment Election. A Participant may, to the extent permitted by Internal Revenue Code Section 409A and the regulations and guidance issued thereunder (including, but not limited to, the plan aggregation rules under Treasury Regulation Section 1.409A-1(c)(2)), elect to receive payment of amounts credited to his or her Accounts, as follows:

(1) payment shall be made or commence: (i) during the January that next follows the Participant’s “separation from service” as defined below, (ii) during January of a calendar year designated by the Participant, or (iii) the earlier of (i) or (ii); and

(2) payment shall be made in: (i) a lump sum, or (ii) annual or semi-annual installments over a period (up to ten years) timely elected by the Participant. Annual installments will be paid in January of each year. Semi-annual installments will be paid in January and July of each year.

3.2 Inactive Participant Payment Election. For Participants who have received one (1) or more payments pursuant to this Plan on or before December 31, 2007, payments after 2007 shall continue to be made in the same form as payment was being made before 2008, unless the Participant timely elects to receive payment of the remaining amount due in a single lump sum in January 2008 or January 2009. For each Participant who is no longer serving as a director as of January 1, 2008, but who has not received one or more payments before 2008, payment shall be made in accordance with his or her most recent timely and properly made election received before January 1, 2009, or in the event no such election was received, then payments shall be made in twenty (20) semi-annual installments during January and July of each year after the year during which the Participant ceased to be a director.

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3.3 Election Deadline. Any election of time or form of payment must be in writing and must be received by the Company by the later of: (x) December 31, 2007 in the case of elections to receive payment in or commencing in 2008 or to delay a payment that is otherwise scheduled to occur during 2008, or December 31, 2008 in the case of all other elections, or (y) to the extent permitted by Internal Revenue Code Section 409A and the regulations and guidance issued thereunder (including, but not limited to, the plan aggregation rules under Treasury Regulation Section 1.409A-1(c)(2)), the date the director’s first election to defer fees under this Plan becomes irrevocable. An election of time and form of payment shall become irrevocable as of the deadline for making such election, except as specifically set forth in this Plan. With respect to an election made on or after January 1, 2007, and on or before December 31, 2007, to change the time or form of payment, the election may apply only to amounts that otherwise would not be payable in 2007 and may not cause an amount to be paid in 2007 that otherwise would not be payable in 2007. With respect to an election made on or after January 1, 2008, and on or before December 31, 2008, to change the time or form of payment, the election may apply only to amounts that otherwise would not be payable in 2008 and may not cause an amount to be paid in 2008 that otherwise would not be payable in 2008.

3.4 Payments After an In-Service Distribution. If payment occurs while a director continues in service, deferrals may continue and the director may make a new election regarding time and form of payment which must be received by December 31 of the year preceding the year during which the in-service distribution is to occur, and the new election will apply to deferrals made during and after the year during which the in-service distribution is to occur.

3.5 Election to Delay Payment. In addition, a Participant may elect to delay (but not accelerate) payment if the following conditions are met:

(i) The new election may not take effect until at least twelve (12) months after the date on which the election is received by the Company.

(ii) The new election must extend the deferral of the payment for a period of at least five (5) years.

(iii) The new election is received by the Company at least twelve (12) months before the scheduled payment of the deferred amount.

3.6 Default Time and Form of Payment. If a Participant’s election of a time and form of payment is not permitted or is not timely received, then payment shall be made in twenty (20) semi-annual installments (each January and July) beginning in January of the year after the year during which the Participant ceases to be a director. The amount of each installment shall be determined by dividing the sum of all of the Participant’s Accounts that are being distributed by the number of installments remaining to be paid (including the installment being determined).

3.7 Payment Following Death. If the Participant dies prior to the payment in full of all amounts due him or her under the Plan, the balance of the Accounts shall be payable to his or her designated beneficiary in a lump sum as soon as reasonably practical following death, but no later than ninety (90) days following the Participant’s death. The beneficiary designation shall be revocable and must be made in writing in a manner approved by the Company.

3.8 Medium of Payment. Payment of the aggregate number of shares credited by book entry to a director’s Stock Account shall be made in shares of Common Stock. Payment of the amount credited to the Interest-Bearing Account and Other Investments Account shall be made in cash.

3.9 Separation from Service. For purposes of this Plan, “separation from service” means that the director ceases to be a director and it is not anticipated that the director will thereafter perform services for the Company or a “related company.” For this purpose, services provided as an employee are disregarded if this Plan is not aggregated with any plan in which the director participates as an employee pursuant to Treasury Regulation section 1.409A-1(c)(2)(ii). For purposes of this plan, “related company” means (i) any corporation that is a member of a controlled group of corporations (as defined in Code § 414(b) that includes that Company); and (ii) any trade or business (whether or not incorporated) that is under common control (as defined in Code § 414(c)) with the Company (for purposes of applying Code §§ 414(b) and (c), twenty-five percent (25%) is substituted for the eighty percent (80%) ownership level).

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3.10 Six Month Wait for Specified Employees. Notwithstanding anything in the Plan to the contrary, if the Participant is a “specified employee” as defined in Code § 409A(a)(2)(B)(i) and as determined by Treasury Regulation 1.409A-1(g) as of the date of a “separation from service,” and if the Participant incurs a “separation from service” at the time he or she ceases to be a director, then payment of, or the commencement of the payment of, amounts due pursuant to Participant’s “separation from service” will be delayed for six (6) months following the date of “separation from service,” unless the Participant dies during the delay, in which case payment shall be made to the beneficiary in accordance with the death benefit provision above. Any delayed amounts will continue to be invested in accordance with the Plan. Any delayed amounts will be paid in a lump sum on the first business day following the six month delay.

3.11 De Minimis Cash Out. Notwithstanding anything herein to the contrary, in the event that the sum of a Participant’s Accounts to be paid in a lump sum or installments is equal to or less than the applicable dollar amount under Code Section 402(g)(1)(B) ($15,500 for 2008), the Company may, in its sole discretion, pay the Participant’s Stock Account and Interest-Bearing Account to the Participant in a single lump sum on the earlier of thirty (30) days after the date the Participant ceases to be a director or the earliest date deferred amounts are scheduled to be paid, regardless of any existing election on the part of the Participant regarding time and form of payment, and provided that such payment represents the Participant’s entire interest in the Plan and all other deferred compensation arrangements that are aggregated with this Plan under Treasury Regulation 1.409A-1(c)(2). The applicable dollar amount under Code Section 402(g)(1)(B) shall be the amount in effect for the calendar year during which payment pursuant to this paragraph may be made. The determination of whether the sum of the Accounts is equal to or less than the Code Section 402(g)(1)(B) amount is to be made on the earlier of the date the Participant ceases to be a director or the earliest date on which payment of a deferred amount is scheduled to be paid.

3.12 Unforeseeable Emergency Payment. A Participant may request that the “Committee” (described below) accelerate payment due to the occurrence of an “unforeseeable emergency” as defined, and to the extent permitted, by Treasury Regulation 1.409A-3(i)(3).

3.13 Grace Period. A payment that is made during the Participant’s taxable year that includes the month payment is due shall be treated as having been paid during such month.

4. Administration. The term “Committee” means the Company’s Employee Benefits Administrative Committee. The Committee shall be the Plan administrator and shall have full and exclusive power to administer and interpret the Plan in all of its details. For this purpose, the Committee’s powers will include, but will not be limited to, the following authority, in addition to all other powers provided by this Plan:

(i) to make and enforce such rules and regulations as the Committee deems necessary or proper for the efficient administration of the Plan;

(ii) to interpret the Plan, the Committee’s interpretations thereof in good faith to be final, conclusive and binding on all persons claiming benefits under the Plan;

(iii) to decide all questions concerning the Plan and the eligibility of any person to participate in the Plan and to receive benefits provided under the Plan;

(iv) to approve and authorize the payment of benefits;

(v) to appoint such agents, counsel, accountants and consultants as may be required to assist in administering the Plan; and

(vi) to allocate and delegate the Committee’s fiduciary responsibilities under the Plan and to designate other person to carry out any of the Committee’s fiduciary responsibilities under the Plan, any such allocation, delegation or designation to be in accordance with Section 405 of ERISA.

No Committee member shall be involved in a decision that only affects that member’s benefit under the Plan, if any. The Committee may delegate any of its powers to any number of other persons.

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5. Rabbi Trust. The Company, by action of the HR Committee of the Board of Directors, may establish one or more “rabbi” trusts. Notwithstanding any other provisions of the Plan, the existence of any trust, or any authority granted by the Company to a Participant to change the investment of any rabbi trust or Company assets, this Plan shall be unfunded and the Participants in this Plan shall be no more than general, unsecured creditors of the Employer with regard to benefits payable pursuant to this Plan. Any such trust(s) shall be subject to all the provisions of this Plan, shall be property of the Company until distributed, and shall be subject to the Company’s general, unsecured creditors and judgment creditors. Any such trust(s) shall not be deemed to be collateral security for fulfilling any obligation of the Employer to the Participants. Except to the extent otherwise determined or directed by the Board or HR Committee, the Company’s policy related to deposits and withdrawals from any trust(s), and the terms of any trust(s), shall be determined by the Company’s Employee Benefits Investment Committee.

6. Amendment and Termination. This Plan may be amended, suspended, terminated or modified by the Board of Directors of the Company at any time provided that such amendment, modification, suspension or termination shall not affect the obligation or schedule of the Company to pay to the Participants the amounts accrued or credited to said Accounts up to December 31^st of the year in which said action is taken concerning the Plan by the Board of Directors and does not cause the Plan to violate Code § 409A.

7. Notices. Unless notified to the contrary, all notices under this Plan shall be sent in writing to the Company by mailing to the “Office of the Secretary”, ConAgra Foods, Inc., One ConAgra Drive, Omaha, Nebraska 68102. All notices to the Participants shall be sent to the address which is their record address for notices as directors of the Company unless a Participant, by written notice, otherwise directs.

8. 409A Compliance. To the extent provisions of this Plan do not comply with Code § 409A, the non-compliant provisions shall be interpreted and applied in the manner that complies with Code § 409A and implements the intent of this Plan as closely as possible.

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EX-10.4

EXHIBIT 10.4

CONAGRA FOODS, INC.

AMENDED AND RESTATED

VOLUNTARY DEFERRED COMPENSATION PLAN

(January 1, 2008 Restatement)

The ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (the “Plan”) is adopted effective January 1, 2005, and amended and restated effective January 1, 2008.

The Plan is established and maintained by ConAgra Foods, Inc. for the purpose of permitting certain key employees of the Company and of corporations which are related to the Company to defer the receipt of a portion of their income and/or participate in any appreciation in the value of Company Stock. Accordingly, ConAgra Foods, Inc. hereby adopts the Plan pursuant to the terms and provisions set forth below:

PART I

NON-GRANDFATHERED AMOUNTS

The provisions of this Part I shall apply to amounts due pursuant to this Plan that are not “Grandfathered Amounts,” as that term is defined in Part II.

ARTICLE I

Definitions

1.1 Account. The term “Account” means the bookkeeping account established by the Company to which post-2004 Compensation Deferral Contributions, and earnings and losses thereon, are credited.

1.2 Change of Control Event. The term “Change of Control Event” means either of the following:

(a) Individuals who constitute the Board (the “Incumbent Board”) cease for any reason during any 12-month period to constitute at least fifty percent (50%) of the members of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s 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

(b) Consummation of a reorganization, merger or consolidation, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own fifty percent (50%) or more 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 the Company or the sale of all or substantially all of its assets to a person (or more than one person acting as a group, as determined under Treasury Regulation section 1.409A-3(i)(5)(v)(B)) who is not related to the Company within the meaning of Treasury Regulation section 1.409A-3(i)(5)(vii)(B).

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1.3 Compensation Deferral Agreement. The term “Compensation Deferral Agreement” means the written compensation deferral agreement entered into by a Participant with the Company pursuant to this Plan.

1.4 Compensation Deferral Contribution. “Compensation Deferral Contribution” means a contribution made to the Plan by a Participant pursuant to Section 3.1.

1.5 Disability. A Participant has a “Disability” or shall be considered “Disabled” if the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under the Company’s long-term disability plan.

1.6 Related Company. The term “Related Company” means: (i) any corporation that is a member of a controlled group of corporations (as defined in Code Section 414(b) that includes the Company); and (ii) any trade or business (whether or not incorporated) that is under common control (as defined in Code Section 414(c)) with the Company. For purposes of applying Code §§ 414(b) and (c), 25% is substituted for the 80% ownership level.

1.7 Separation from Service. The term “Separation from Service” means the date that the Participant separates from service within the meaning of Code Section 409A. Generally, a Participant separates from service if the Participant dies, retires, or otherwise has a termination of employment with the Company, determined in accordance with the following:

(a) Leaves of Absence. The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or, if longer, so long as the Participant retains a right to reemployment with the Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company. If the period of leave exceeds six (6) months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six (6)-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a twenty-nine (29)-month period of absence shall be substituted for such six (6)-month period.

(b) Dual Status. Generally, if a Participant performs services both as an employee and an independent contractor, such Participant must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a separation from service. However, if a Participant provides services to the Company as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Plan pursuant to Treasury Regulation section 1.409A-1(c)(2)(ii), then the services provided as a director are not taken into account in determining whether the Participant has a separation from service as an employee for purposes of this Plan.

(c) Termination of Employment. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor except as provided in section 1.7(b)) would permanently decrease to no more than twenty (20) percent of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in section 1.7(b)) over the immediately preceding thirty-six (36)-month period (or the full period of services to the Company if the Participant has been providing services to the Company less than thirty-six (36) months). For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this paragraph (c) the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the

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compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this subsection (c) (including for purposes of determining the applicable thirty-six (36)-month (or shorter) period).

(d) Service with Related Companies. For purposes of determining whether a separation from service has occurred under the above provisions, the “Company” shall include the Company and all Related Companies.

ARTICLE II

ELIGIBLE EMPLOYEES

Employees eligible to participate in the Plan shall be those employees of the Employer who either have been selected by, and at the sole and absolute discretion of, the HR Committee, or whose annual base salary equals or exceeds one-hundred twenty-five thousand dollars ($125,000.00) or such other amount approved by the HR Committee. The Committee shall have sole and absolute discretion to determine whether an individual’s base salary equals or exceeds the required dollar amount. Each Participant shall continue to be a participant in the Plan until all payments due under the Plan have been paid. The HR Committee may determine at any time that a Participant shall no longer be eligible to make Compensation Deferral Contributions.

Notwithstanding any provision apparently to the contrary in the Plan document or in any written communications, summary, resolution, oral communication or other document, in the event it is determined that a Participant will no longer be eligible to make Compensation Deferral Contributions, then the election for Compensation Deferral Contributions made by that individual in accordance with the provisions of the Plan will continue for the remainder of the calendar year during which such determination is made. However, no additional amounts shall be deferred and credited to the Participant’s Account under the Plan for any future calendar year until such time as the individual is again determined to be eligible to make Compensation Deferral Contributions and makes a new election under the provisions of the Plan. Amounts credited to the Account of such individual shall continue to be adjusted pursuant to the other provisions of the Plan until fully distributed.

ARTICLE III

Deferrals

3.1 Employee Deferrals. During one or more window periods each Plan Year determined by the Company, a Participant may elect to have a portion of his pay for the following Plan Year deposited in the Plan (“Compensation Deferral Contribution”). The minimum deposit shall be five percent (5%) of the Participant’s base salary or short-term incentive. The maximum deposit shall be fifty percent (50%) of the Participant’s normal salary and fifty percent (50%) of the Participant’s short-term incentive. The Participant’s election shall be made in accordance with the rules and regulations of the Committee and in accordance with a Compensation Deferral Agreement. The Compensation Deferral Contribution shall be credited to the Participant’s Account under the Plan as soon as reasonably practicable following the date the Participant would have otherwise been entitled to receive cash compensation absent an election to defer under this Section 3.1. Notwithstanding anything herein to the contrary, a Participant’s Compensation Deferral Contributions will cease upon a Participant’s Disability.

3.2 Employer Contributions. No Employer contributions will be made to the Plan.

ARTICLE IV

Distributions

4.1 Time and Form of Payment.

(a) Time of Payment. This Section 4.1(a) shall apply, except to the extent another subsection of this Section 4.1 or Section 4.3 is applicable. The normal date on which payment of a Participant’s Account shall be made or commence is the January that next follows the Participant’s Separation from Service.

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However, each Participant may elect, pursuant to Section 4.2, that such Participant’s Account shall instead be paid (or installments shall commence), as follows:

(i) in the January of the calendar year specified by the Participant (which calendar year may not be later than the year during which the Participant attains age 70); or

(ii) on the earlier of the normal payment date or the January specified under clause (i) above.

An election under Section 4.1(a)(i) will be effective only if the Participant is at least age fifty (50) and has an Account balance of at least one hundred thousand dollars ($100,000.00), in both cases as of the earlier of Separation from Service or the time payment is to commence. An election under Section 4.1(a)(ii) will be effective regardless of age or Account balance. The Committee shall determine the payment date within the parameters required by this Plan. A payment that is made during the Participant’s taxable year that includes the January payment is due shall be treated as having been made during such January.

(b) Normal Form of Payment. This Section 4.1(b) shall apply, except to the extent another subsection of this Section 4.1 or Section 4.3 is applicable. The normal form of payment of a Participant’s Account shall be paid, at his or her election, in a single lump sum payment (the default form of payment) equal to the value of Participant’s Account as of the most recent Valuation Date that precedes the payment date. However, a Participant may elect, pursuant to Section 4.2, that payment shall be made in installments over a period elected by the Participant that is not less than one (1) nor more than ten (10) years. Such election to receive installments will be effective only if the Participant is at least age fifty (50) and has an Account balance of at least one hundred thousand dollars ($100,000.00), in both cases as of the earlier of Separation from Service or the time payment is to commence. Each installment payment shall equal the quotient of the value of the Participant’s Account as of the most recent Valuation Date that precedes the date the installment is to be paid, divided by the sum of one plus the number of installments to be paid after the current installment. Any installments shall be paid annually during January of each year an installment is due.

(c) Death. Upon the death of the Participant before distribution of the Participant’s entire Account (whether employed or not at the time of death), the Participant’s Account shall be paid to the Participant’s Beneficiary as soon as reasonably practical following the Participant’s death, but not later than the 90th day following the Participant’s death in a single lump sum equal to the value of the Participant’s Account as of the most recent Valuation Date preceding the payment.

(d) Disability. If a Participant becomes Disabled prior to the time payment is to be made or commenced pursuant to Section 4.1(a), the Participant’s Account shall be paid in the same manner as in Section 4.1(b), except that the age requirement for installment distributions shall not apply, commencing as soon as reasonably practical following the determination of Disability, but not later than the 90th day following such determination. Each installment payment shall equal the quotient of the value of the Participant’s Account as of the most recent Valuation Date that precedes the date the installment is to be paid, divided by the sum of one plus the number of installments to be paid after the current installment.

(e) Change of Control Event. Each Participant may elect, within the time period specified by Section 4.2(a) or (c), that such Participant’s Account shall be paid in a single lump sum either as soon as reasonably practical following the occurrence of a Change of Control Event, but not later than the 90th day following the occurrence of a Change in Control Event, or eighteen (18) months following the occurrence of a Change in Control Event. Such payment shall equal the value of the Participant’s Account as of the most recent Valuation Date preceding the payment. If an election is not made under this Section 4.1(e), then payment shall be made in accordance with the other Plan provisions.

(f) Participants in Pay Status Before 2008. Notwithstanding anything herein to the contrary, for Participants who have received one (1) or more payments pursuant to this Plan on or before December 31, 2007, payment shall continue to be made in accordance with the applicable payment schedule.

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4.2 Elections Regarding Time and Form of Payment. A Participant’s elections regarding the time and form of payment of his or her Account shall be made in accordance with the provisions of this Section 4.2.

(a) Initial Elections. Except as otherwise provided in this Plan, the Participant’s election of the time and form of payment, pursuant to Sections 4.1(a), (b) and (e), must be received by the Committee no later than the date the Participant’s first election to make a Compensation Deferral Contribution becomes irrevocable. If a time and form of payment election is not timely received by the Committee, payment shall be made as if no election has been made. An initial election of time and form of payment shall become irrevocable as of the deadline for making such election, except as set forth in Section 4.2(b) and (c).

(b) Change in Elections. A Participant may elect to change the timing or form of distribution after the later of December 31, 2007, or the deadline for making an initial election only in accordance with this Section 4.2(b). Any election under this Section 4.2(b) must comply with Code Section 409A and the guidance issued by the Department of the Treasury with respect to the application of Code Section 409A. Except as permitted by Section 4.3, a Participant may not elect to accelerate the date payment is to be made or commenced. Except as permitted by Section 4.3, a Participant may elect to delay the time payment is to be made or commenced and may change the form of payment from lump sum to installments, or vice versa, only if the following conditions are met:

(i) the election is received by the Committee not less than twelve (12) months before the date payment would have otherwise been made or commenced without regard to this election;

(ii) the election shall not take effect until at least twelve (12) months after the date on which the election is received by the Committee; and

(iii) except in the case of elections relating to payment on account of death or Disability, payment pursuant to the election shall not be made or commenced sooner than five (5) years from the date payment would have otherwise been made or commenced without regard to this election.

(c) Special Transition Rule. This paragraph is effective September 1, 2007. Notwithstanding any provision in the Plan to the contrary, pursuant to IRS Notice 2005-1, IRS Notice 2006-79, and Section 1.409A-2(b)(2)(iv) of the Treasury Regulations under Code Section 409A, new payment elections shall be permitted for certain Participants under the Plan without violating the subsequent deferral and anti-acceleration rules of Code Section 409A. Accordingly, each Participant who has not received and does not receive one or more payments under this Plan before January 1, 2008, may elect to change the time or form of payment, if such election is received by the Committee on or before December 31, 2007 and such election complies with Section 4.2(a) (other than the deadline under Section 4.2(a) for making elections). With respect to an election made on or after January 1, 2007, and on or before December 31, 2007, to change the time of payment, the election may apply only to amounts that otherwise would not be payable in 2007 and may not cause an amount to be paid in 2007 that otherwise would not be payable in 2007.

4.3 Unforeseeable Emergency. A Participant may request that the Committee accelerate payment due to the occurrence of an “unforeseeable emergency” as defined by, and to the extent permitted by Treasury Regulation 1.409A-3(i)(3).

4.4 Withholding. The Company may determine, withhold and report the amount of any foreign, federal, state, or local taxes as the Company determines may be required to cover any taxes for which the Company may be liable with respect to any payment under this Plan. The Company shall have the authority, duty and power to reduce any benefit payable pursuant to the Plan by the amount of any foreign, federal, state or local taxes required by law to be withheld by the Company under applicable law with respect to such payment of benefits, and if required by law, the Participant’s share of Federal Insurance Contributions Act taxes, and any other employment taxes. The Company may in accordance with and to the extent it is able under the laws of the jurisdiction with respect to which a tax is owed, deduct the relevant amount from other earnings payable to the Participant or beneficiary. The Company shall be entitled to withhold and deduct from future wages of a Participant (or from other amounts that may be due and owing to a Participant from the Company), including all payments under this Plan, or make other arrangements for the collection of all legally required amounts necessary to satisfy any and all foreign, federal, state, or local, tax withholding and employment-related tax requirements.

4.5 Distributions to Specified Employees. Notwithstanding any provision of the Plan to the contrary, if a Participant is a “Specified Employee”, no portion of his or her Account shall be distributed on account of a Separation from Service before

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the earlier of (a) the date which is six (6) months after the date of Separation from Service, or (b) the date of death of the Participant. A “Specified Employee” is a key employee, as defined under Code Section 416(i), without regard to paragraph (5) thereof (and any successor or comparable Code sections). Amounts that would have been paid during the delay will be adjusted for earnings and losses and paid on the first business day following the end of the six month delay.

PART II

GRANDFATHERED AMOUNTS

For amounts deferred under the Plan prior to January 1, 2005, that were fully vested on December 31, 2004, together with the earnings thereon (collectively the “Grandfathered Amounts”), the provisions of this Part II shall apply.

ARTICLE V

DISTRIBUTION OF GRANDFATHERED AMOUNTS

5.1 Definition of Change of Control. The term “Change of Control” means:

(i) The acquisition (other than from the Company) 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 its subsidiaries, or any employee benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of either the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors;

(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 election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of the Plan, considered as though such person were a member of the Incumbent Board; or

(iii) Consummation of a reorganization, merger, consolidation, in each case, with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (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 the Company or of the sale of all or substantially all of the assets of the Company.

5.2 Definition of Disability. The term “Disability” means total and permanent disability as determined pursuant to the Company’s long-term disability plan.

5.3 Definition of Retirement.

(a) Early Retirement. The term “Early Retirement” means termination of employment with the Employer by a Participant who has at least ten (10) years of service with the Employer and who is at least age fifty-five (55).

(b) Normal Retirement. The term “Normal Retirement” means termination of employment with the Employer by a Participant who is at least age sixty-five (65).

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5.4 Distribution upon Disability or Retirement. Upon termination of employment because of Disability or Early or Normal Retirement, a Participant’s Grandfathered Amount shall be paid over a ten (10) year period. The first payment shall be made as soon as reasonably practicable following the date of the Participant’s termination of employment with annual payments over the next nine (9) years. A Participant’s Grandfathered Amount shall share in earnings and losses during the payout period. Notwithstanding the preceding, a Participant who is receiving his or her distribution in installments, or who expects to receive his or her distribution in installments, may request that the Committee distribute the Grandfathered Amounts in one (1) lump sum payment. The Participant shall provide the Committee information regarding the reasons for requesting a lump sum distribution, supporting facts and documents and any other information requested by the Committee. The Committee, in its sole and absolute discretion, may grant the lump sum distribution if the facts and circumstances warrant such a distribution. Examples of when the Committee should determine that a lump sum distribution is warranted are financial hardships beyond the reasonable control of the Participant.

5.5 Distribution Upon Termination of Employment. Upon termination of employment for reasons other than death, Disability, or Early or Normal Retirement, the Participant’s Account shall be paid in one (1) lump sum payment. The payment shall be made as soon as reasonably practicable following the date of the Participant’s termination of employment.

5.6 Distribution Upon Death. Upon the death of the Participant before distribution of the Participant’s entire Account (whether employed or not at the time of death), the Participant’s Account shall be paid to the Participant’s Beneficiary as soon as reasonably practicable following the death of the Participant.

5.7 Distribution Upon Change of Control. Upon a Change of Control, the Grandfathered Amounts shall be paid to the Participant in one (1) lump sum payment within thirty (30) days of the Change of Control.

5.8 Distribution Upon Elective Withdrawal By Participant. A Participant may elect to withdraw all of the Grandfathered Amounts. In the event of such elective withdrawal of Grandfathered Amounts, the Participant shall receive a distribution of ninety percent (90%) of the Grandfathered Amounts in the Participant’s Account and forfeit the remaining ten percent (10%).

5.9 Distribution Upon Termination by Corporate Successor. The Plan shall not be automatically terminated by a transfer or sale of assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity, but the Plan shall be continued after such sale, merger or consolidated only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan. In the event that the Plan is not continued by the transferee, purchaser or successor entity, then the Plan shall terminate and the Grandfathered Amounts shall be distributed to the Participant in one (1) lump sum payment within thirty (30) days of such termination.

5.10 Distributions to Specified Employees. Distributions of Grandfathered Amounts may be distributed, as permitted by the Plan, to Specified Employees (as defined in Section 4.5) prior to the date which is six (6) months after the date of separation from service, or if earlier, the date of death of the Participant.

PART III

PROVISIONS APPLICABLE TO GRANDFATHERED AND

NON-GRANDFATHERED AMOUNTS

This Part III applies for all purposes of this Plan, including with respect to Grandfathered Amounts and amounts due under this Plan that are not Grandfathered Amounts.

ARTICLE VI

INVESTMENTS AND PARTICIPANT ACCOUNTS

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6.1 Investments. The Company’s Employee Benefits Investment Committee shall select the deemed investments available with respect to the Participant’s interests in the Plan. Each Participant shall select, in accordance with the rules and procedures established by the Company’s Employee Benefits Investment Committee, the method of hypothetically investing the Participant’s Account and Grandfathered Amount. Transfers among deemed investments and changes in investment elections may be made only in accordance with the rules, procedures and limitations established by the Company’s Employee Benefits Investment Committee.

6.2 ConAgra Stock. Notwithstanding Section 6.1, phantom shares of Company common stock (“ConAgra Stock”) shall be an investment available for selection by Participants. If ConAgra Stock is selected by a Participant, then the number of shares of ConAgra Stock that equals the phantom shares credited under the Plan shall be deposited in the trust described in Section 6.4 below. The ConAgra Stock may be acquired by the trust through the ConAgra Employee Flexible Bonus Payment Plan, the ConAgra 1995 Stock Plan, or any subsequent Stock Plan adopted by the Company which allows for such. An account under the Plan (“Participant’s ConAgra Stock Account”) shall be established for the Participant for the number of shares of phantom ConAgra Stock to be credited to the Participant. The Participant’s ConAgra Stock Account shall be credited with dividends paid on the shares of ConAgra Stock credited to the Participant’s ConAgra Stock Account. Such dividends shall be reinvested in the ConAgra Stock Account in a manner similar to Compensation Deferral Contributions. Upon distribution to a Participant, amounts credited to a Participant’s ConAgra Stock Account shall be paid in ConAgra Stock. If installment payments are made, each distribution shall include ConAgra Stock in proportion to the ConAgra Stock credited to the Participant’s Account.

6.3 Accounting. Separate accounting shall be maintained for each Participant’s Account and Grandfathered Amounts. Each Participant’s Account and Grandfathered Amount shall be adjusted for Compensation Deferral Contributions and earnings and losses, to the extent applicable.

6.4 Funding. The Company, by action of the HR Committee, may establish one or more “rabbi” trusts to hold ConAgra Stock acquired pursuant to Section 6.2 above. Notwithstanding any other provisions of the Plan, the existence of any trust, or any authority granted by the Company to a Participant to change the investment of any rabbi trust or Company assets, this Plan shall be unfunded and the Participants in this Plan shall be no more than general, unsecured creditors of the Employer with regard to benefits payable pursuant to this Plan. Any such trust(s) shall be subject to all the provisions of this Plan, shall be property of the Company until distributed, and shall be subject to the Company’s general, unsecured creditors and judgment creditors. Any such trust(s) shall not be deemed to be collateral security for fulfilling any obligation of the Employer to the Participants. Except to the extent otherwise determined or directed by the Board or HR Committee, the Company’s policy related to deposits and withdrawals from any trust(s), and the terms of any trust(s), shall be determined by the Company’s Employee Benefits Investment Committee.

ARTICLE VII

Administration

7.1 Plan Administrator. The operation of the Plan shall be under the exclusive supervision of the Committee. It shall be a principal duty of the Committee to see that the Plan is carried out in accordance with its terms, and for the exclusive benefit of persons entitled to participate in the Plan without discrimination. The Committee shall have full and exclusive power to administer and interpret the Plan in all of its details; subject, however, to the requirements of ERISA and all pertinent provisions of the Code. For this purpose, the Committee’s powers will include, but will not be limited to, the following authority, in addition to all other powers provided by this Plan:

(i) to make and enforce such rules and regulations as the Committee deems necessary or proper for the efficient administration of the Plan;

(ii) to interpret the Plan, the Committee’s interpretations thereof in good faith to be final, conclusive and binding on all persons claiming benefits under the Plan;

(iii) to decide all questions concerning the Plan and the eligibility of any person to participate in the Plan and to receive benefits provided under the Plan;

(iv) to approve and authorize the payment of benefits;

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(v) to appoint such agents, counsel, accountants and consultants as may be required to assist in administering the Plan; and

(vi) to allocate and delegate the Committee’s fiduciary responsibilities under the Plan and to designate other person to carry out any of the Committee’s fiduciary responsibilities under the Plan, any such allocation, delegation or designation to be in accordance with Section 405 of ERISA.

No Committee member shall be involved in a decision that only affects that member’s benefit under the Plan, if any. The Committee may delegate any of its powers to any number of other persons.

7.2 Claims. It is the intent of the Company that benefits payable under the Plan shall be payable without the Participant having to complete or submit any claim forms. However, a Participant who believes he or she is entitled to a payment under the Plan may submit a claim for payments in writing to the Company. A claim for benefits under the Plan shall be made in writing by the Participant, or, if applicable the Participant’s executor or administrator or authorized representative, (collectively, the “Claimant”) to the Committee.

7.3 Claim Denials; Claim Appeals. If a claim for benefits under the Plan is denied, the Claimant shall be notified, in writing, within sixty (60) days (forty-five (45) days in the case of a claim due to Participant’s Disability) after the claim is filed. The notice shall be written in a manner calculated to be understood by the Claimant and shall set forth: (i) the specific reason(s) for the denial; (ii) specific references to the pertinent Plan provisions on which the denial is based; (iii) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation as to why such information is necessary; and (iv) an explanation of the Plan’s appeal procedure.

Within sixty (60) days (or within one hundred eighty (180) days in the case of a claim due to Participant’s Disability) after receipt of the above material, the Claimant shall have a reasonable opportunity to appeal the claim denial to the Committee for a full and fair review. The Claimant may: (i) request a review upon written notice to the Committee; (ii) review pertinent documents; and (iii) submit issues and comments in writing.

A decision by the Committee shall be made not later than sixty (60) days (or within forty-five (45) days in the case of a claim due to Participant’s Disability) after receipt of a request for review, unless special circumstances require an extension of time for processing, in which event a decision should be rendered as soon as possible, but in no event later than one hundred twenty (120) days (or within ninety (90) days in the case of a claim due to Participant’s Disability) after such receipt. The decision of the Committee shall be written and shall include specific reasons for the decision, written in a manner calculated to be understood by the Claimant, with specific references to the pertinent Plan provision on which the decision is based.

7.4 Claims Limitations and Exhaustion. No claim shall be considered under these procedures unless it is filed with the Committee within one (1) year after the claimant knew (or reasonably should have known) of the principal facts on which the claims is based. Every untimely claim shall be denied by the Committee without regard to the merits of the claim. No legal action (whether arising under ERISA Section 502 or ERISA Section 510 or under any other statute or non-statutory law) may be brought by any claimant on any matter pertaining to this Plan unless the legal action is commenced in the proper forum before the earlier of: (i) two (2) years after the claimant knew (or reasonably should have known) of the principal facts on which the claim is based, or (ii) ninety (90) days after the claimant has exhausted the procedures outlined in Section 7.3. Knowledge of all facts that a Participant knew (or reasonably should have known) shall be imputed to each claimant who is or claims to be a beneficiary of the Participant (or otherwise claims to derive an entitlement by reference to a Participant) for the purpose of applying the one (1) year and two (2) year periods. The exhaustion of the procedures outlined in Section 7.3 is mandatory for resolving every claim and dispute arising under this Plan. No claimant shall be permitted to commence any legal action relating to any such claim or dispute unless a timely claim has been filed under the procedures outline in Section 7.3 and those procedures have been exhausted and in any legal action all explicit and implicit determinations by the Committee shall be afforded the maximum deference permitted by law.

ARTICLE VIII

Amendment or termination

8.1 Amendment or Termination. The HR Committee reserves the right to amend or terminate the Plan at its sole and absolute discretion, except as provided below following the occurrence of a Change of Control Event. Any such amendment or

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termination shall be made pursuant to a resolution of the HR Committee and shall be effective as of the date of such resolution unless the resolution specifies a different effective date.

8.2 Effect of Amendment or Termination. No amendment or termination of the Plan shall directly or indirectly reduce the balance of any Account held hereunder as of the later of the adoption or effective date of such amendment or termination, or materially modify any Grandfathered Amounts. Upon termination of the Plan, distribution of amounts credited to the Account (which does not include Grandfathered Amounts) shall be made to the Participant or his or her Beneficiary in the manner and at the time described in Article IV of the Plan. The Participant’s Account and Grandfathered Amounts will continue to share in earnings and losses until complete distribution of the Account.

ARTICLE IX

409A COMPLIANCE

The Plan was amended and restated as of January 1, 2005 for purposes of complying with the provisions of Code Section 409A and is amended and restated as of January 1, 2008 for purposes of complying with the provisions of Code Section 409A and the final regulations promulgated thereunder, except as otherwise provided herein. With respect to amounts other than Grandfathered Amounts, the Plan shall be interpreted to comply with Code Section 409A and not to cause income inclusion of a Participant’s Account (and any related penalty and interest) until such amount or amounts are actually distributed to such Participant. With respect to Grandfathered Amounts, this Plan shall be interpreted and administered to prevent Code Section 409A from applying to Grandfathered Amounts; this shall include, but not be limited to, avoiding a material modification of the terms that were applicable to the Grandfathered Amounts on October 3, 2004. By participating in this Plan, each Participant automatically releases the Company, its employees, the Board and each member of the Board from any liability due to any failure to follow the requirements of Code Section 409A or any guidance or regulations thereunder, unless such failure was the result of an action or failure to act that was undertaken by the Company in bad faith.

ARTICLE X

General provisions

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10.1 Beneficiary. The term “Beneficiary” means one or more persons or other entities designated by the Participant to receive the benefits payable by reason of the Participant’s death as provided under this Plan. The designation shall be in writing on a form approved by the Committee, signed by the Participant and delivered to the Committee to be valid. If the Participant makes no valid designation, or if the designated primary and secondary Beneficiaries fail to survive the Participant or otherwise fail to elect to receive such benefits, Participant’s Beneficiary shall then be the first of the following persons who survives the Participant: (i) the Participant’s spouse (that is, the person to whom the Participant is legally married at the time of the Participant’s death), (ii) the Participant’s surviving issue, per stirpes, or (iii) the personal representative(s) of the Participant’s estate, to be administered and distributed as part of such estate. The Participant may change his designated Beneficiary by delivering a new written designation of beneficiary form to the Committee on a form approved by the Committee.

10.2 Board. The term “Board” means the Company’s Board of Directors.

10.3 Code. The term “Code” means the Internal Revenue Code of 1986, as amended from time to time.

10.4 Committee. The term “Committee” means the Company’s Employee Benefits Administrative Committee.

10.5 Company. The term “Company” means ConAgra Foods, Inc., a Delaware corporation, or any successor corporation or other entity resulting from a merger or consolidated into or with the Company or a transfer or sale of substantially all of the assets of the Company.

10.6 Effective Date. The original Plan was effective December 5, 1996, and was amended and restated effective January 1, 2005. This amendment and restatement is effective January 1, 2008, except to the extent otherwise provided herein.

10.7 Employer. The term “Employer” means the Company and any Related Company that the Company has authorized to participate in the Plan as to its employees.

10.8 ERISA. The Employee Retirement Income Security Act of 1974, as amended from time to time.

10.9 HR Committee. The term “HR Committee” means the HR Committee of the Board.

10.10 Participant. The term “Participant” means any eligible employee covered by the Plan in accordance with the provisions of Article II.

10.11 Plan. The term “Plan” means the ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plans as set forth herein, and as may be amended from time to time.

10.12 Plan Year. The term “Plan Year” means the calendar year.

10.13 Valuation Date. The term “Valuation Date” means the last business day of each Plan Year and any other dates designated by the Committee in its discretion.

10.14 No Guarantee of Benefits. Nothing contained in the Plan shall constitute a guarantee by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefit hereunder.

10. 15 No Enlargement of Employee Rights. No Participant shall have any right to receive a distribution of contributions made under the Plan except in accordance with the terms of the Plan. Establishment of the Plan shall not be construed to give any Participant the right to be retained in the service of the Employer.

10.16 Spendthrift Provision. No interest of any person or entity in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings, other than by will or the laws of descent.

10.17 Incapacity of Recipient. If any person entitled to a distribution under the Plan is deemed by the Company to be incapable of personally receiving or giving a valid receipt for such payment, then, unless and until claim therefore shall have been made by a duly appointed guardian or other legal representative of such person, the Company may provide for such payment or any

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part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment of the account of such person and a complete discharge of any liability of the Company and the Plan therefore.

10.18 Corporate Successors. The Plan shall not be automatically terminated by a transfer or sale of assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity, but the Plan shall be continued after such sale, merger or consolidated only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan. In the event that the Plan is not continued by the transferee, purchaser or successor entity, then the Plan shall terminate and the termination provision of Section 8.2 shall apply.

10.19 Governing Law. The Plan shall be construed and administered under the laws of the State of Nebraska to the extent federal law is not applicable.

10.20 Offsets. When any payment becomes due hereunder, the Company, without notice, demand, or any other action, may withhold payment and use the funds to offset any amounts owed by the Participant to the Company or any of its affiliates.

10.21 Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such provision had not been included herein.

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EX-10.5

EXHIBIT 10.5

FORM OF EXECUTIVE TIME SHARING AGREEMENT

This Time Sharing Agreement (this “Agreement”), dated as of [DATE] (the “Effective Date”), is entered into between CONAGRA FOODS, INC., a Delaware corporation (“Operator”) and [EXECUTIVE] (“Lessee”) and replaces any prior agreement between the parties with respect to the subject matter hereof.

RECITALS

WHEREAS, Operator has operational control of certain civil aircraft set forth on Exhibit A of this Agreement (hereinafter referred to collectively as the “Aircraft” and each individually as an “Aircraft”);

WHEREAS, Operator employs a fully qualified flight crew to operate the Aircraft; and

WHEREAS, Operator desires to lease the Aircraft and flight crew to Lessee, and Lessee desires to lease the Aircraft and flight crew from Operator on a time sharing basis as defined in Section 91.501(c)(1) of the Federal Aviation Regulations (“FARs”) on such terms and conditions as are mutually satisfactory to both parties.

NOW, THEREFORE, Operator and Lessee, declaring their intention to enter into and be bound by this Agreement, and for the good and valuable consideration set forth below, hereby covenant and agree as follows:

1. Time Share and Term. Operator agrees to lease the Aircraft to Lessee pursuant to the provisions of FAR 91.501(c)(1) and to provide a fully qualified flight crew for all operations on a nonexclusive, non-continuous basis commencing on the Effective Date and continuing unless and until terminated. Either party may terminate this Agreement by giving ten (10) days written notice to the other party, provided, however that upon the termination of any Lease (as defined below) due to a Default or Event of Default thereunder (and as defined therein), this Agreement shall terminate immediately with respect to the Aircraft subject to the terminated Lease.

2. Charges. Lessee shall pay Operator for each flight conducted under this Agreement Operator’s incremental costs of each specific flight, as authorized by FAR Part 91.501(d), limited to the following:

(a) fuel, oil, lubricants, and other additives;

(b) hangar and tie-down costs away from the aircraft’s base of operation;

(c) insurance obtained for the specific flight;

(d) landing fees, airport taxes and similar assessments;

(e) customs, foreign permit, and similar fees directly related to the flight;

(f) in flight food and beverages;

(g) passenger ground transportation; and

(h) flight planning and weather contract services.

Except as set forth above in this Section 2, Operator shall, at its sole cost and expense, be responsible for all parts, fuel, lubricants, maintenance, repair, insurance, licensing, taxes and other expenses relating to the ownership or operation of the Aircraft.

Operator will pay all expenses related to the operation of the Aircraft when incurred, and will provide an invoice and bill Lessee for the expenses enumerated in Section 2 above within a reasonable period of time following the occurrence of any flight or flights for the account of Lessee. Lessee shall pay to Operator the commercial Federal excise tax imposed on the transportation of persons for flights conducted under this Agreement. Amounts due for taxes shall be included on the invoices submitted to Lessee. Lessee shall pay Operator for said expenses and taxes within thirty (30) days of receipt of the invoice and bill therefore.

3. Scheduling. [INSERT HERE ANY OPTIONAL TERMS REGARDING LIMITATIONS ON USE] In the event Lessee desires to use an Aircraft pursuant to and in accordance with the terms of this Agreement, Lessee will provide Operator with requests for flight time and proposed flight schedules as far in advance of any given flight as possible, and in any case, at least ten (10) hours in advance of Lessee’s planned departure. Operator shall have sole and exclusive authority over the scheduling of the Aircraft including which Aircraft is to be used for any particular flight. Operator shall have the absolute right to deny a scheduling request that does not comply with the limitations contained in the first two sentences of this paragraph.

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4. Maintenance. Operator shall be solely responsible for securing maintenance, preventive maintenance and required or otherwise necessary inspections on the Aircraft, and shall take such requirements into account in scheduling the Aircraft. No period of maintenance, preventive maintenance or inspection shall be delayed or postponed for the purpose of scheduling the Aircraft, unless said maintenance or inspection can be safely conducted at a later time in compliance with all applicable laws and regulations, and within the sound discretion of the pilot-in-command. The pilot-in-command shall have final and complete authority to cancel any flight for any reason or condition which in his judgment would compromise the safety of the flight.

5. Operational Control. At any time during which a flight is made by or on behalf of Lessee under this Agreement, Operator shall have possession, command and control of the Aircraft. Operator shall have complete and exclusive responsibility for (i) scheduling, dispatching and flight of the Aircraft on all flights conducted pursuant to this Agreement, (ii) the physical and technical operation of the Aircraft and (iii) the sole performance of all flights. Operator shall have operational control of the Aircraft for all purposes of the Federal Aviation Regulations.

Operator shall employ, pay for and provide to Lessee a qualified flight crew for each flight undertaken under this Agreement. The members of such flight crew shall remain the employees of and under the direction and control of Operator. Notwithstanding the foregoing, the pilot-in-command of each flight shall have the final authority with respect to (i) the initiation or termination of any flight, (ii) selection of the routing of any flight, (iii) determination of the load to be carried and (iv) all decisions relating to the safety of any flight. The parties further agree that Operator shall not be liable for delay or failure to furnish the Aircraft and crew pursuant to this Agreement for any reason.

6. Insurance. Operator may maintain such insurance coverage with respect to the Aircraft and any flights made under this Agreement as Operator may elect in its sole discretion, including aircraft physical damage coverage (hull insurance) and liability coverage for bodily injury and property damage. Operator shall retain all rights and benefits with respect to the proceeds payable under the hull insurance as a result of any incident or occurrence while an Aircraft is being operated on behalf of Lessee under this Agreement. Lessee shall be named as an additional insured on liability insurance policies maintained by Operator on the Aircraft with respect to flights conducted pursuant to this Agreement. Any hull insurance maintained by Operator on the Aircraft shall include a waiver of any rights of subrogation of the insurers against Lessee. Notwithstanding the foregoing and subject to the limitations of FAR 91.501(d), upon Operator’s request, Lessee shall, at Operator’s request, reimburse Operator for the cost and expense of any additional insurance obtained for any specific flight.

7. Limitation of Liability. Operator shall not be liable for any special, incidental, indirect or consequential damages or for lost profits or revenues in connection with the furnishing, performance or use of the services to be performed hereunder.

8. No Warranty of Operator. OPERATOR MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE AIRCRAFT, ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT, ITS VALUE OR AIRWORTHINESS OR CONFORMITY TO THE PROVISIONS AND SPECIFICATIONS OF ANY AGREEMENTS RELATING THERETO, NOR SHALL OPERATOR BE LIABLE TO LESSEE, REGARDLESS OF ANY ACTUAL OR ALLEGED NEGLIGENCE, FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES CAUSED, DIRECTLY OR INDIRECTLY, BY, OR FOR STRICT OR ABSOLUTE LIABILITY IN TORT FOR OR ARISING OUT OF, THE AIRCRAFT OR ANY LACK OR LOSS OF USE THEREOF.

9. Lessee’s Representations. Lessee represents, warrants and covenants to Operator that:

(a) he will use each Aircraft for and on his own account only and will not use any Aircraft for the purposes of providing transportation of passengers or cargo in air commerce for compensation or hire;

(b) he shall refrain from incurring any mechanics or other lien in connection with inspection, preventative maintenance, maintenance or storage of the Aircraft, whether permissible or impermissible under this Agreement, and he shall not attempt to convey, mortgage, assign, lease or any way alienate any Aircraft or create any kind of lien or security interest involving any Aircraft or do anything or take any action that might mature into such a lien;

(c) during the term of this Agreement, he will abide by and conform to all such laws, governmental, and airport orders, rules, and regulations as shall from time to time be in effect relating in any way to the operation and use of the Aircraft by a time-sharing lessee.

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10. Operator’s Base. For purposes of this Agreement, the permanent base of operation of the Aircraft shall be Eppley Airfield, Omaha, Nebraska, unless changed by Operator, in which event Operator shall notify Lessee of the new permanent base of operation of the Aircraft.

11. Successors and Assigns. Neither this Agreement nor any party’s interest in this Agreement shall be assignable to any other person or entity. This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors of Operator and the heirs, representatives and successors of Lessee.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Nebraska (excluding the conflicts of law rules thereof).

13. Entire Agreement. This Agreement constitutes the entire understanding between Operator and Lessee with respect to its subject matter, and there are no representations, warranties, conditions, covenants, or agreements other than as set forth expressly herein. Notwithstanding the foregoing, the Operator and Lessee acknowledge that each Aircraft is the subject of a lease with the lessor (“Lessor”) identified on Exhibit B (each, a “Lease”). Any changes or modifications to this Agreement must be in writing and signed by authorized representatives of both parties, provided that Operator may amend the specific references to the Leases on Exhibit A and Exhibit B without written consent of Lessee. If any Lease is amended in any material respect (other than to modify the amount of rental payments owed), Operator shall promptly notify Lessee of such amendment to provide Lessee with the opportunity to terminate this Agreement in accordance with Section 1.

14. Additional Terms Related to Leases. Operator and Lessee acknowledge the following as to themselves:

(a) Subject and Subordinate. The rights of Operator and Lessee (and any party claiming through Operator or Lessee) with respect to an Aircraft shall be subject and subordinate in all respects to the rights, title and interest in such Aircraft of the Lessor of that Aircraft, including, all of its rights and remedies under the Lease and any related agreements; provided that nothing contained herein shall be deemed an assumption by Lessee of Operator’s obligations as lessee under the Lease.

(b) Neither Operator nor Lessee has, and it disclaims, any present or future right, title or interest in or to each Aircraft, or any engine, auxiliary power unit, or any part thereof (collectively, the “Equipment”) (including without limitation, any leasehold interest, or other property or possessory interest). Operator will keep the Equipment free and clear of liens and Lessee will not impose or cause the incurrence of any lien on any of the Equipment.

(c) No Inconsistent Actions. Operator shall not take, and Operator shall not permit Lessee to take any action under this Agreement that conflicts with the Leases.

(d) Lessor may rely upon the truth and accuracy of all representations and warranties made by Operator in this Agreement or by Lessee in Section 9 herein to the same extent and effect as if such representations and warranties had been made directly to and for the benefit of Lessor. Lessor shall be an express third party beneficiary of any indemnities and disclaimers of condition made by Operator in favor of Lessee.

15. Counterparts. This Agreement may be executed in counterparts, which shall, singly or in the aggregate, constitute a fully executed and binding agreement.

16. Notices. Any notice, request, or other communication to any party by the other party under this Agreement shall be conveyed in writing and shall be deemed given on the earlier of the date (i) notice is personally delivered with receipt acknowledged, (ii) a facsimile notice is transmitted, or (iii) three (3) days after notice is mailed by certified mail, return receipt requested, postage paid, and addressed to the party at the address set forth below.

If to Operator:	ConAgra Foods, Inc.
	Attn: Corporate Secretary
	One ConAgra Drive
	Omaha, Nebraska 68102
If to Lessee:	[EXECUTIVE]

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            c/o ConAgra Foods, Inc.

            One ConAgra Drive

            Omaha, NE 68102

The address of a party to which notices or copies of notice are to be given may be changed from time to time by such party by written notice to the other party.

17. Severability. If any one or more of the provisions of the Agreement shall be held invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal, and enforceable, comes closest to the intention of the parties underlying the invalid, illegal, or unenforceable provision. To the extent permitted by applicable law, the parties hereby waive any provision of law, which renders any provision of this Agreement prohibited or unenforceable in any respect.

18. No Agency. Nothing herein shall be construed to create a partnership, joint venture, franchise, or to create any relationship of principal and agent.

19. TRUTH IN LEASING STATEMENT PURSUANT TO 14 CFR 91.23 (FAR 91.23):

(a) OPERATOR HERETO CERTIFIES THAT EACH OF THE AIRCRAFT:

(i) HAS BEEN MAINTAINED AND INSPECTED WITHIN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN PART 91 OF THE FEDERAL AVIATION REGULATIONS, AND THAT ALL APPLICABLE REQUIREMENTS THEREUNDER FOR MAINTENANCE AND INSPECTION HAVE BEEN COMPLIED WITH; AND

(ii) WILL BE MAINTAINED AND INSPECTED UNDER PART 91 OF THE FEDERAL AVIATION REGULATIONS FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.

(b) DURING THE DURATION OF THIS AGREEMENT, OPERATOR, WHOSE ADDRESS APPEARS IN SECTION ABOVE, THROUGH ITS OFFICER WHOSE NAME, SIGNATURE AND TITLE IS SET FORTH BELOW, (i) AGREES, CERTIFIES AND ACKNOWLEDGES THAT WHENEVER AN AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, IT IS THE OPERATOR OF SUCH AIRCRAFT AS PROVIDED HEREIN AND (ii) UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH ALL APPLICABLE FEDERAL AVIATION REGULATIONS.

(c) AN EXPLANATION OF THE FACTORS BEARING ON OPERATIONAL CONTROL OF THE AIRCRAFT WHEN OPERATED UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE OR AIR CARRIER DISTRICT OFFICE.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused the signatures of their authorized representatives to be affixed below on the day and year first above written. The persons signing below warrant their authority to sign.

CONAGRA FOODS, INC., Operator

By:

Name:

Title:

[EXECUTIVE], Lessee

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Exhibit A

Aircraft Make and Model Serial Number

[INSERT IDENTIFYING INFORMATION FOR AIRCRAFT COVERED BY AGREEMENT]

89

Exhibit B

[INSERT SCHEDULE OF LEASES APPLICABLE TO AIRCRAFT COVERED BY AGREEMENT]

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EX-12

EXHIBIT 12

ConAgra Foods, Inc. and Subsidiaries

Computation of Ratio of Earnings to Fixed Charges

($ in millions)

	Twenty-six weeks ended November 25, 2007
Earnings:
Income from continuing operations before income taxes and equity method investment earnings	$	604.2
Add/(deduct):
Fixed charges		163.8
Distributed income of equity method investees		9.8
Capitalized interest		(5.8	)
Earnings available for fixed charges (a)	$	772.0
Fixed charges:
Interest expense	$	134.0
Capitalized interest		5.8
One third of rental expense (1)		24.0
Total fixed charges (b)	$	163.8
Ratio of earnings to fixed charges (a/b)		4.7

⁽¹⁾ Considered to be representative of interest factor in rental expense.

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Gary M. Rodkin, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended November 25, 2007 of ConAgra Foods, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the presentation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 3, 2008

/s/ GARY M. RODKIN

Gary M. Rodkin

Chief Executive Officer

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EX-31.2

EXHIBIT 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, Andre J. Hawaux, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended November 25, 2007 of ConAgra Foods, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the presentation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 3, 2008

/s/ ANDRE J. HAWAUX

Andre J. Hawaux

Executive Vice President and Chief Financial Officer

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EX-32.1

EXHIBIT 32.1

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Gary M. Rodkin, Chief Executive Officer of ConAgra Foods, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that ConAgra Foods, Inc.’s Quarterly Report on Form 10-Q for the quarter ended November 25, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and that the information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of ConAgra Foods, Inc.

January 3, 2008

/s/ GARY M. RODKIN

Gary M. Rodkin

Chief Executive Officer

I, Andre J. Hawaux, Executive Vice President and Chief Financial Officer of ConAgra Foods, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that ConAgra Foods, Inc.’s Quarterly Report on Form 10-Q for the quarter ended November 25, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and that the information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of ConAgra Foods, Inc.

January 3, 2008

/s/ ANDRE J. HAWAUX

Andre J. Hawaux

Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to ConAgra Foods, Inc. and will be retained by ConAgra Foods, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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