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

(d) On February 6, 2009, the Board of Directors of ConAgra Foods, Inc. (the "Company") appointed Joie A. Gregor a director of the Board based on the recommendation of the Board's Nominating and Governance Committee, effective as of February 6, 2009. The appointment brings the total size of the board to ten members. On February 6, 2009, the Board also appointed Ms. Gregor to the Human Resources Committee of the Board of Directors, effective as of February 6, 2009.

On February 6, 2009, Ms. Gregor received a grant of 1,200 shares of the Company's common stock and a grant of non-statutory options to acquire 6,000 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, Ms. Gregor 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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