Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On December 18, 2008, the Board of Directors of ConAgra Foods, Inc. (the "Company") appointed Rajive Johri a director of the Board based on the recommendation of the Board's Nominating and Governance Committee. The appointment will be effective as of January 1, 2009. The appointment brings the total size of the board to nine members. On December 18, 2008, the Board also appointed Mr. Johri to the Audit Committee and Nominating and Governance Committee of the Board of Directors, each appointment to be effective as of February 5, 2009.

On January 2, 2009, the first trading day following the effectiveness of Mr. Johri's appointment, he will receive a grant of 1,350 shares of the Company's common stock and a grant of non-statutory options to acquire 6,750 shares of the Company's common stock, with an exercise price equal to the closing market price of the Company's common stock on the date of grant. These grants reflect a prorated portion of the annual equity award provided to non-employee directors and described in the non-employee director's compensation section of the Company's August 2008 proxy statement. In addition to this equity award, Mr. Johri is eligible to participate in the other non-employee director compensation arrangements described in the Company's August 2008 proxy statement.

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