exv10w5









Exhibit 10.5




AMENDMENT NO. 1 TO

STOCK OPTION AGREEMENT




     This Amendment No. 1 to Stock Option Agreement, hereinafter referred to as the “Amendment,” is
made on this 31st day of December 2009, between ConAgra Foods, Inc., a Delaware Corporation (the
“Company”) and Peter M. Perez, employee ID 3040501 (the “Optionee”), to amend that certain Stock
Option Agreement made on the 15th day of July, 2009 between the Company and the Optionee
(the “Original Agreement”).


Amendment to Original Agreement.




     Pursuant to the Original Agreement, Optionee was granted the following option for shares of
Common Stock under the ConAgra Foods 2006 Stock Plan (the “Plan”):



	 	 	 	 	 	 	 	 
	Number of Shares:
	 	 	 	 	 	120,000	 
	Exercise Price Per Share:
	 	$	19.05	 	 	 	 
	Date of Grant:
	 	 	 	 	 	07/15/2009	 
	Type of Option:
	 	 			Non-statutory





The Company hereby amends the Original Agreement to provide as follows:





	 	a)	 	The vesting schedule in Section 1 of the Original Agreement is hereby amended and
restated in its entirety to read as follows:
	 
	 	 	 	The options will vest and become exercisable in one installment as follows:





	 	 	 	 	 	 	 
	# Shares	 	% Vested	 	Vest Date	 	Expiration Date
	120,000

	 	100%
	 	12/31/2009
	 	07/14/2016







	 	b)	 	Section 2(b)(ii) of the Original Agreement is hereby amended and restated in its
entirety to read as follows:
	 
	 	 	 	(ii) for a period ending three (3) years after the Optionee’s Continuous Employment
terminates for any reason other than Early Retirement, Normal Retirement or death. The
Option may be exercised as to the portion of the Option that is vested at the time
termination of employment occurs;
	 
	 	c)	 	Section 2 of the Original Agreement is hereby amended by adding the following as a
new subsection 2(g):
	 
	 	 	 	(g) Forfeiture of Option Gain. If the Optionee exercises all or any portion of the
Option prior to the end of the Revocation Period (as defined in that certain Transition and
Severance Agreement to be dated as of even date herewith between the Company and the Optionee
(the “Transition Agreement”)) and the Optionee revokes the Transition Agreement within the
Revocation Period, the Optionee agrees to pay to the Company within 3 business days following
the date of revocation, (i) the difference between the closing price of a share of Common
Stock as reported on the New York Stock Exchange on the exercise date, and $19.05 (the exercise price per share), multiplied by (ii) the number of shares with
respect to which the Option was 




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	 	 	 	exercised, less (iii) the taxes, if any, that the Company
reasonably determines Optionee is obligated to pay as a result of such exercise and
forfeiture. In addition, if the Optionee revokes the Transition Agreement within the
Revocation Period, the Option shall be immediately forfeited and cancelled.
	 
	 	d)	 	All other terms and conditions of the Original Agreement shall remain in full force
and effect.





     IN WITNESS WHEREOF, the Company and the Optionee have caused this Amendment to be executed
effective as of the date first written above. The Company and the Optionee acknowledge that this
Amendment includes two pages. The Optionee acknowledges reading and agreeing to both pages and
that in the event of any conflict between the terms of this Amendment or the Original Agreement and
the terms of the Plan, the Plan shall control. Capitalized terms used herein without definition
have the meaning set forth in the Plan.



	 	 	 	 	 	 	 
	 	 	CONAGRA FOODS, INC.	 	OPTIONEE	 	 
	 	 	 	 	 	 	 
	By:

	 	/s/ Gary M. Rodkin
 

	 	/s/ Peter M. Perez
 

Peter M. Perez
	 	 






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