Item 1.01.  Entry into a Material Definitive Agreement.

On July 13, 2006, the Human Resources Committee of the Board of Directors (the “Committee”) established the short-term and long-term incentive programs for the fiscal year beginning May 29, 2006 for the five executives who will appear as named executive officers in the Company’s 2006 Proxy Statement (the “Executives”). The Executives are Gary M. Rodkin, President and Chief Executive Officer; Robert F. Sharpe, Jr., Executive Vice President, Legal and External Affairs; Frank S. Sklarsky, Executive Vice President and Chief Financial Officer; Owen C. Johnson, Executive Vice President and Chief Administrative Officer; and John F. Gehring, Senior Vice President and Corporate Controller.

The short-term incentive program was established under the stockholder-approved Executive Incentive Plan. The Committee established target incentives for each Executive ranging from 80% to 200% of year-beginning base salary. The Committee also established target financial performance goals which for fiscal 2007 are based on profit before tax, with modifiers (which can increase or decrease the target by up to 20%) based on cost savings and working capital performance goals. Payouts are in cash and may be more or less than target depending on actual performance. Payouts are capped at two times target.

The long-term incentive program was established under the stockholder-approved Executive Incentive Plan, with potential common stock awards issuable under stockholder-approved stock plans. The long-term incentive program for fiscal 2007 consists of a mix of performance shares and stock options (described below) and replaces the long-term awards previously granted to participating executives. The Committee established the target incentives under the redesigned long-term programs for each Executive following a review of peer group long-term incentive programs by its independent compensation consultant.

Under the redesigned long-term incentive program, each Executive is assigned a targeted number of performance shares at the beginning of each three-year performance period. The first three-year cycle commenced on the first day of fiscal 2007. The financial performance objectives for this performance cycle are based on growth in earnings before interest and taxes and return on average invested capital. The number of performance shares earned over the full three-year period is determined by the extent to which the three-year objectives are met. However, during the three-year cycle there is a transition from the Company’s prior program (which would have provided the executives payout opportunities in 2007 and 2008 but which has been cancelled with the adoption of the redesigned program). For the transition, up to one-third of the targeted award may be earned and paid out at the end of fiscal 2007 based on fiscal 2007 performance and up to one-third of the total targeted award may be earned and paid out at the end of fiscal 2008 based on cumulative performance for fiscal 2007 and fiscal 2008. In no event may the amount paid in each of fiscal 2007 and fiscal 2008 exceed one-third of the three-year target. The balance of the award, including any above-target payout, is earned based on the full three years ending in fiscal 2009. The Committee established certain adjustments for extraordinary events and determined to make pro rata payouts in the event of death, disability or retirement. Dividend equivalents will be paid on the portion of performance shares actually earned at the regular dividend rate over the performance period. Payouts on earned performance shares and dividend equivalents are made in shares of ConAgra Foods common stock and may be more or less than target depending on performance. Payouts are capped at three times target. The target number of performance shares awarded to the Executives for the three-year cycle beginning with fiscal 2007 are: Mr. Rodkin, 300,000; Mr. Sharpe and Mr. Johnson, 96,000 each; and Mr. Gehring, 48,000.

The Committee also issued stock options to the Executives as part of the long-term incentive program. The number of options issued to each Executive on July 13, 2006, was as follows: Mr. Rodkin, 500,000 options; Mr. Sharpe and Mr. Johnson, 160,000 options each; and Mr. Gehring, 80,000 options. The options have a seven year term, an exercise price at the Company’s closing market price on