Exhibit 10.10


CONAGRA FOODS 2006 STOCK PLAN


SECTION 1


NAME AND PURPOSE


1.1  Name. 
The name of the plan shall be the ConAgra Foods 2006 Stock Plan (the “Plan”).


1.2. Purpose of Plan. The purpose of the Plan
is to foster and promote the long-term financial success of the Company and
increase stockholder value by (a) motivating superior performance by means of
stock incentives, (b) encouraging and providing for the acquisition of an
ownership interest in the Company by Participants and (c) enabling the Company
to attract and retain the services of a management team responsible for the
long-term financial success of the Company.


SECTION 2


DEFINITIONS


2.1  Definitions.  Whenever used herein, the following terms
shall have the respective meanings set forth below:


(a)  “Act”
means the Securities Exchange Act of 1934, as amended.


(b)  “Award”
means any Option, Stock Appreciation Right, Restricted Stock, or Other
Stock-Based Award granted under the Plan, including Awards combining two or
more types of Awards in a single grant.


(c)  “Board”
means the Board of Directors of the Company.


(d)  “Code”
means the Internal Revenue Code of 1986, as amended.


(e)  “Committee”
means the Human Resources Committee of the Board, or its successor, or such
other committee of the Board to which the Board delegates power to act under or
pursuant to the provisions of the Plan.


(f)   “Company”
means ConAgra Foods, Inc., a Delaware corporation (and any successor thereto)
and its Subsidiaries.


(g)  “Eligible
Director” means a person who is serving as a member of the Board and who is not
an Employee.


(h)  “Employee”
means any employee of the Company or any of its Subsidiaries.


(i)   “Fair
Market Value” means, on any date, the closing price of the Stock as reported on
the New York Stock Exchange (or on such other recognized market or quotation
system on which the trading prices of the Stock are traded or quoted at the
relevant time) on such date.  In the
event that there are no Stock transactions reported on such



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Exhibit 10.10


exchange (or such other system) on such date,
Fair Market Value shall mean the closing price on the immediately preceding
date on which Stock transactions were so reported.


(j)   “Option”
means the right to purchase Stock at a stated price for a specified period of
time. For purposes of the Plan, an Option may be either (i) an Incentive Stock
Option within the meaning of Section 422 of the Code or (ii) a Nonstatutory
Stock Option.


(k)  “Other
Stock-Based Award” means an award of a share of Stock or units of common stock
to a Participant subject to such terms as the Committee may determine.


(l)   “Participant”
means any Employee, Eligible Director, or consultant (a non-employee who
performs bona fide services to the Company) designated by the Committee to
participate in the Plan.


(m) “Plan”
means the ConAgra Foods 2006 Stock Plan, as in effect from time to time.


(n)  “Restricted
Stock” shall mean a share of Stock granted to a Participant subject to such
restrictions as the Committee may determine.


(o)  “Stock”
means the Common Stock of the Company, par value $5.00 per share.


(p)  “Stock
Appreciation Right” means the right, subject to such terms and conditions as
the Committee may determine, to receive an amount in cash or Stock, as
determined by the Committee, equal to the excess of (i) the Fair Market Value,
as of the date such Stock Appreciation Right is exercised, of the number shares
of Stock covered by the Stock Appreciation Right being exercised over (ii) the
aggregate exercise price of such Stock Appreciation Right.


(q)  “Subsidiary”
means any corporation, partnership, joint venture or other entity in which the
Company owns, directly or indirectly, 25% or more of the voting power or of the
capital interest or profits interest of such entity.


2.2  Gender and Number.  Except when otherwise indicated by the
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.


SECTION 3


ELIGIBILITY AND PARTICIPATION


The
only persons eligible to participate in the Plan shall be those Participants
selected by the Committee.



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Exhibit 10.10


SECTION 4


POWERS OF THE COMMITTEE


4.1  Committee Members.  The Plan shall be administered by the
Committee comprised of no fewer than two members of the Board.  Each Committee member shall satisfy the
requirements for (i) an “independent director” for purposes of the Company’s
Corporate Governance Principles, (ii) an “independent director” under rules
adopted by the New York Stock Exchange, (iii) a “non-employee director” for
purposes of Rule 16b-3 under the Exchange Act, and (iv) an “outside director”
under Section 162(m) of the Code.


4.2  Power to Grant.  The Committee shall determine the
Participants to whom Awards shall be granted, the type or types of Awards to be
granted, and the terms and conditions of any and all such Awards. The Committee
may establish different terms and conditions for different types of Awards, for
different Participants receiving the same type of Awards, and for the same
Participant for each Award such Participant may receive, whether or not granted
at different times.


4.3  Administration.  The Committee shall be responsible for the
administration of the Plan. The Committee, by majority action thereof, is
authorized to prescribe, amend, and rescind rules and regulations relating to
the Plan, to provide for conditions deemed necessary or advisable to protect
the interests of the Company, and to make all other determinations necessary or
advisable for the administration and interpretation of the Plan in order to
carry out its provisions and purposes. Determinations, interpretations, or
other actions made or taken by the Committee pursuant to the provisions of the
Plan shall be final, binding, and conclusive for all purposes and upon all
persons.


4.4  Delegation by Committee.  Except to the extent prohibited by applicable
law or the applicable rules of a stock exchange, the Committee may delegate all
or any portion of its responsibilities and powers to any one or more of its
members.  The Committee may delegate to
an officer of the Company the authority to designate the recipients and the
number of the Awards, provided that such authority cannot apply to Awards to
executive officers, directors or the designee.


SECTION 5


STOCK SUBJECT TO PLAN


5.1  Number. 
Subject to the provisions of Section 5.4, the number of shares of Stock
subject to Awards under the Plan may not exceed 30,000,000 shares of Stock. The
shares to be delivered under the Plan may consist, in whole or in part, of
treasury Stock or authorized but unissued Stock, not reserved for any other
purpose.


5.2  Limitations.  The maximum number of shares of Stock with
respect to which Awards may be granted to any one Participant under the Plan is
15% of the aggregate number of shares of Stock available for Awards under
Section 5.1.  A maximum of 50% of shares
of Stock available for issuance under the Plan may be issued as Awards other
than Options or Stock Appreciation Rights.



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Exhibit 10.10


5.3  Cancelled, Terminated, Forfeited or
Surrendered Awards.  Any shares of
Stock subject to an Award which for any reason are cancelled, terminated,
lapsed or expired without the issuance of any stock shall again be available
for Awards under the Plan; provided, the following shares of Stock may not
again be made available for issuance as Awards under the Plan: (i) shares used
to pay the exercise price of an outstanding Award, (ii) shares used to pay
withholding taxes related to an outstanding Award, or (iii) shares not issued
or delivered as a result of the net settlement of an outstanding Stock
Appreciation Right.


5.4  Adjustment in Capitalization. In the
event of any Stock dividend or Stock split, recapitalization (including,
without limitation, the payment of an extraordinary dividend), merger,
consolidation, combination, spin-off, distribution of assets to stockholders,
exchange of shares, or other similar corporate transaction or event, (i) the
aggregate number of shares of Stock available for Awards under Section 5.1 and
(ii) the number of shares and exercise price with respect to Options and the
number, prices and dollar value of other Awards, shall be appropriately
adjusted by the Committee, whose determination shall be conclusive.


5.5  Dividend Equivalent Rights.  No dividends or dividend equivalents shall be
paid on Options or Stock Appreciation Rights. 
The Committee may at the time of a Restricted Stock or Other Stock-Based
Award provide that any dividends declared on common stock or dividend
equivalents be (i) paid to the Participant, (ii) accumulated for the benefit of
the Participant and paid to the Participant only after the expiration of any
restrictions, or (ii) not paid or accumulated.



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Exhibit 10.10


SECTION 6


STOCK OPTIONS


6.1  Grant of Options.  Options may be granted to Participants at
such time or times as shall be determined by the Committee.  Options granted under the Plan may be of two
types: (i) Incentive Stock Options and (ii) Nonstatutory Stock Options. The
Committee shall have complete discretion in determining the number of Options,
if any, to be granted to a Participant. Each Option shall be evidenced by an
Option agreement that shall specify the type of Option granted, the exercise
price, the duration of the Option, the number of shares of Stock to which the
Option pertains, the exercisability (if any) of the Option in the event of
death, retirement, disability or termination of employment, and such other
terms and conditions not inconsistent with the Plan as the Committee shall
determine.  Only Participants who are
Employees shall be eligible to receive Incentive Stock Options.  Options may also be granted in replacement of
or upon assumption of options previously issued by companies acquired by the
Company by merger or stock purchase, and any options so replaced or assumed may
have the same terms including exercise price as the options so replaced or
assumed.


6.2  Option Price.  Nonstatutory Stock Options and Incentive
Stock Options granted pursuant to the Plan shall have an exercise price which
is not less than the Fair Market Value on the date the Option is granted.


6.3  Exercise of Options.  Options awarded to a Participant under the
Plan shall be exercisable at such times and shall be subject to such
restrictions and conditions as the Committee may impose, subject to the
Committee’s right to accelerate the exercisability of such Option in its
discretion.  Notwithstanding the
foregoing, no Option shall be exercisable for more than ten years after the
date on which it is granted.


6.4  Payment.  The Committee shall establish procedures
governing the exercise of Options, which shall require that notice of exercise
be given and that the Option price be paid in full in cash or cash equivalents,
including by personal check, at the time of exercise or pursuant to any
arrangement that the Committee shall approve. The Committee may, in its
discretion, permit a Participant to make payment (i) by tendering, by either
actual delivery of shares or by attestation, shares of Stock already owned by
the Participant valued at its Fair Market Value on the date of exercise (if
such Stock has been owned by the Participant for at least six months) or (ii)
by electing to have the Company retain Stock which would otherwise be issued on
exercise of the Option, valued at its Fair Market Value on the date of
exercise. As soon as practicable after receipt of a notice of exercise and full
payment of the exercise price, the Company shall deliver to the Participant
either by electronic means or by stock certificate or certificates the acquired
shares of Stock.  The Committee may permit
a Participant to elect to pay the exercise price upon the exercise of an Option
by irrevocably authorizing a third party to sell shares of stock (or a
sufficient portion of the shares) acquired upon the exercise of the Option and
remit to the Company a sufficient portion of the sale proceeds to pay the
entire exercise price and any required tax withholding resulting from such
exercise.  The Committee may approve
other methods of payment.


6.5  Incentive Stock Options.  Notwithstanding anything in the Plan to the
contrary, no term of this Plan relating to Incentive Stock Options shall be
interpreted, amended or altered, nor shall any discretion or authority granted
under the Plan be so exercised, so as to disqualify the Plan under Section 422
of the Code, or, without the consent of any Participant affected thereby, to
cause any Incentive



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Exhibit 10.10


Stock Option previously
granted to fail to qualify for the Federal income tax treatment afforded under
Section 421 of the Code.


6.6  No Repricing.  Other than in connection with the change in
capitalization (as described in Section 5.4 of the Plan), the exercise price of
an Option may not be reduced without stockholder approval.


6.7  No Reload Grants.  Options shall not be granted under the Plan
in consideration for the delivery of Stock to the Company in payment of the
exercise price and/or tax withholding obligation under any other Option.


SECTION 7


DIRECTOR AWARDS


7.1  Director Awards.  Any Award or formula for granting an Award
under the Plan made to Eligible Directors shall be approved by the Board.  With respect to awards to such directors, all
rights, powers and authorities vested in the Committee under Plan shall instead
be exercised by the Board.  The maximum
number of shares of Stock with respect to which Awards may be granted to
Eligible Directors under the Plan is 5% of the aggregate number of shares of
Stock available for Awards under Section 5.1.


SECTION 8


STOCK APPRECIATION RIGHTS


8.1  SAR’s In Tandem with Options.  Stock Appreciation Rights may be granted to
Participants in tandem with any Option granted under the Plan, either at or
after the time of the grant of such Option, subject to such terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee
shall determine. Each Stock Appreciation Right shall only be exercisable to the
extent that the corresponding Option is exercisable, and shall terminate upon
termination or exercise of the corresponding Option.  Upon the exercise of any Stock Appreciation
Right, the corresponding Option shall terminate.


8.2  Other Stock Appreciation Rights.  Stock Appreciation Rights may also be granted
to Participants separately from any Option, subject to such terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee shall
determine.


8.3  Limitations.  The provisions of Sections 6.2, 6.3, 6.6 and
6.7 of the Plan shall also apply to Stock Appreciation Rights.



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Exhibit 10.10


SECTION 9


RESTRICTED STOCK


9.1  Grant of Restricted Stock.  The Committee may grant Restricted Stock to
Participants at such times and in such amounts, and subject to such other terms
and conditions not inconsistent with the Plan as it shall determine.  Each grant of Restricted Stock shall be
subject to such restrictions, which may relate to continued employment with the
Company, performance of the Company, or other restrictions, as the Committee
may determine. Each grant of Restricted Stock shall be evidenced by a written
agreement setting forth the terms of such Award.


9.2  Removal of Restrictions.  The Committee may accelerate or waive such
restrictions in whole or in part at any time in its discretion.


SECTION 10


OTHER STOCK-BASED AWARDS; CERTAIN
LIMITATIONS ON AWARDS


10.1  General.  The Committee may grant Awards of Stock and
Awards that are valued in whole or in part by reference to, or are otherwise
based on the Fair Market Value of, Shares. 
Such other stock-based awards shall be in such form, and dependent on
such conditions, as the Committee shall determine, including, without
limitation, the right to receive or vest with respect to, one or more shares of
Stock (or the equivalent cash value of such Stock) upon the completion of a
specified period of service, the occurrence of an event, and/or the attainment
of performance objectives.  Such other
stock-based awards may include the awards referenced in Sections 10.2 and 10.3.


10.2  Restricted Stock Units.  Restricted Stock Units represent an unfunded
and unsecured obligation of the Company. 
Settlement of a Restricted Stock Unit upon expiration of the deferral or
vesting period shall be made in Stock or otherwise as determined by the
Committee.


10.3  Performance Shares.  Performance shares are awards the grant,
issuance, retention, vesting and/or settlement of which is subject to the
satisfaction of one or more of the performance criteria established by the
Committee.  With respect to Participants
covered by the Company’s Executive Incentive Plan, the performance measures
shall be those designated in such Executive Incentive Plan.


10.4  Certain Limitations on Awards.  A maximum of 5% the aggregate number of
shares of Stock available for issuance under the Plan may be issued as
Restricted Stock, restricted stock units or performance shares having no
minimum vesting period; subject to the foregoing, and except in the case of
Change-in-Control, death, disability or termination of employment, no Award
(other than an Option or Stock Appreciation Right) based on performance
criteria shall be based on performance over a period of less than one year, and
no Award (other than an Option or Stock Appreciation Right) that is conditioned
on continued employment or the passage of time shall provide for vesting in
less than pro rata installments over three years from the date of Award.



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Exhibit 10.10


SECTION 11


AMENDMENT, MODIFICATION, AND
TERMINATION OF PLAN


11.1  General.  The Board may from time to time amend, modify
or terminate any or all of the provisions of the Plan, subject to the
provisions of this Section 11.1.  The
Board may not change the Plan in a manner which would prevent outstanding
Incentive Stock Options granted under the Plan from being Incentive Stock
Options without the written consent of the optionees concerned. Furthermore,
the Board may not make any amendment which would (i) materially modify the
requirements for participation in the Plan, (ii) increase the number of shares
of Stock subject to Awards under the Plan pursuant to Section 5.1, (iii) change
the minimum exercise price for stock options as provided in Section 6.2,  or (iv) extend the term of the Plan, in each
case without the approval of a majority of the outstanding shares of Stock
entitled to vote thereon. No amendment or modification shall affect the rights
of any Participant with respect to a previously granted Award, without the
written consent of the Participant.


11.2  Termination of Plan.  No Award shall be granted under the Plan
subsequent to September 28, 2016, or such earlier date as may be determined by
the Board.  No termination of the Plan
shall adversely affect any Award previously granted.


SECTION 12


MISCELLANEOUS PROVISIONS


 12.1 Nontransferability of Awards.  Except as otherwise provided by the
Committee, no Awards granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.


12.2  Beneficiary Designation.  Each Participant under the Plan may from time
to time name any beneficiary or beneficiaries (who may be named contingent or
successively) to whom any benefit under the Plan is to be paid or by whom any
right under the Plan is to be exercised in case of his death. Each designation
will revoke all prior designations by the same Participant shall be in a form
prescribed by the Committee, and will be effective only when filed in writing
with the Committee.  In the absence of
any such designation, Awards outstanding at death may be exercised by the
Participant’s surviving spouse, if any, or otherwise by his estate.


12.3  No 
Guarantee of Employment or Participation.  Nothing in the Plan shall interfere with or
limit in any way the right of the Company or any Subsidiary to terminate any
Participant’s employment at any time, nor confer upon any Participant any right
to continue in the employ of the Company or any Subsidiary. No individual shall
have a right to be selected as a Participant, or, having been so selected, to
receive any future Awards.


12.4  Tax Withholding.  The Company shall have the power to withhold,
or require a Participant to remit to the Company, an amount sufficient to
satisfy federal, state, and local withholding tax requirements on any Award
under the Plan, and the Company may defer issuance of Stock until such
requirements are satisfied. The Committee may, in its discretion, permit a
Participant to elect,



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Exhibit 10.10


subject to such conditions as
the Committee shall impose, (i) to have shares of Stock otherwise issuable
under the Plan withheld by the Company or (ii) to deliver to the Company
previously acquired shares of Stock, in each case having a Fair Market Value
sufficient to satisfy all or part of the Participant’s estimated total federal,
state and local tax obligation associated with the transaction.


12.5  Change of Control.  On the date of a Change of Control (as herein
defined), all outstanding Options and Stock Appreciation Rights shall become
immediately exercisable and all restrictions with respect to Restricted Stock
and other Stock Based Awards shall lapse. 
Change of Control shall mean:


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


(b)  Consummation
of a reorganization, merger or consolidation, in each case, in which the
Company is not the surviving entity and 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 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.


12.6  Agreements with Company.  An Award under the Plan shall be subject to
such terms and conditions, not inconsistent with the Plan, as the Committee
may, in its sole discretion, prescribe. 
The terms and conditions of any Award to any Participant shall be
reflected in such form of written document as is determined by the Committee or
its designee.


12.7  Company Intent.  The Company intends that the Plan comply in
all respects with Rule 16b-3 under the Act, and any ambiguities or inconsistencies
in the construction of the Plan shall be interpreted to give effect to such
intention.  If any provision of the Plan
or an Award contravenes any regulations promulgated under Section 409A of the
Code or could cause an Award to be subject to interest and penalties under
Section 409A of the Code, such provision of the Plan or any Award shall be
modified to maintain, to the maximum extent practicable, the original intent of
the applicable provision without violating the provisions of Section 409A of the
Code.


12.8  Unfunded Plan.  The plan shall be unfunded.  Bookkeeping accounts may be established with
respect to Participants who are granted Awards under the Plan, but any such
accounts will be used merely as a bookkeeping convenience.  The Company shall not be required to
segregate any assets which may at any time be represented by Awards.


12.9  Requirements of Law.  The granting of Awards and the issuance of
shares of Stock shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or securities
exchanges as may be required.



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Exhibit 10.10


12.10  Effective Date.  The Plan shall be effective upon its adoption
by the Board subject to approval by the Company’s stockholders at the 2006
annual stockholders’ meeting.


12.11  Governing Law.  The Plan, and all agreements hereunder, shall
be construed in accordance with and governed by the laws of the State of
Delaware.



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