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CONAGRA BRANDS INC. Director's Dealing 2004

May 17, 2004

30694_dirs_2004-05-17_9dffa363-0775-48d6-8197-32eb9babcbcf.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2004-05-06

Reporting Person: Verduin Patricia (SVP & Dir Ofc Prod Qual & Dev)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 683 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Share Equivalent Units $ Common Stock (1967) Direct
Share Equivalent Units $ Common Stock (8215) Direct
Deferral Interests $ Common Stock (4983) Direct
Options (right to buy) $22.00 2011-09-26 Common Stock (7000) Direct
Options (right to buy) $25.36 2012-07-11 Common Stock (7868) Direct

Footnotes

F1: Share equivalent units vest on May 27, 2007, or earlier upon certain events.

F2: 1-for-1.

F3: Share equivalent units vest on May 25, 2008, or earlier upon certain events.

F4: Accrued pursuant to deferred compensation plan; deferral interests convert to common stock on a one-for-one basis on employment termination or death.

F5: Options exercisable at 20% per year beginning on September 27, 2001.

F6: Options exercisable at 40% on July 12, 2003, 30% on July 12, 2004, and 30% on July 12, 2005.

F7: Converted to common stock on a one-for-one basis on employment termination or death.