It is my pleasure to invite you to join us for the ConAgra Foods Annual Meeting of Stockholders in Omaha, Nebraska on September 25, 200924, 2010 at 1:30 p.m., Omaha Time, at the Joslyn Art Museum, 2200 Dodge Street, Omaha, Nebraska 68102.

The meeting will include a report on our business, discussion and voting on the matters set forthdescribed in the accompanying notice of annual meeting and proxy statement, and aquestion-and-answer session.

We look forward to seeing you in Omaha. If you cannot be with us in person, please be sure to vote your shares by proxy. Just mark, sign and date the enclosed proxy card and return it in the postage-paid envelope. Or, usevote on the Internet or telephonic voting methods describedby telephone according to the instructions you will find in the following pages. Your prompt response is appreciated.

Thank you for your continued investment in ConAgra Foods.

The Annual Stockholders’ Meeting of ConAgra Foods, Inc. will be held on Friday, September 25, 2009,24, 2010, in the Witherspoon Concert Hall of the Joslyn Art Museum, 2200 Dodge Street, Omaha, Nebraska 68102. The meeting will begin promptly at 1:30 p.m. Omaha Time. Registration will begin at 12:30 p.m.

Stockholders of record as of the close of business on July 31, 2009August 2, 2010 are eligible to vote at the annual meeting and at any postponements or adjournments.

You may vote by marking, signing and dating the enclosed proxy card and returning it in the postage-paid envelope. You may also vote by telephone or through the Internet. See the first page 1 of the accompanying proxy statement for more information on voting procedures.

We encourage you to vote as soon as possible even if you plan to attend the meeting. An admission ticket or brokerage statement reflecting ownership of ConAgra Foods stock, in each case along with some form of government-issued photo identification such as a valid driver’s license or passport, will be required for admission to the annual meeting.

If you are unable to attend in person, you can hear the meeting via live audio castaudiocast athttp://investor.conagrafoods.com.investor.conagrafoods.com. An archive of the webcast will be available on our website following the meeting.

We are mailing this proxy statement to our stockholders in connection with the solicitation by our Board of Directors of proxies to be used at the 20092010 Annual Meeting of Stockholders of ConAgra Foods, Inc. The meeting will be held in the Witherspoon Concert Hall of the Joslyn Art Museum, 2200 Dodge Street, Omaha, Nebraska 68102 on Friday, September 25, 2009,24, 2010, and begin promptly at 1:30 p.m., Omaha Time. Distribution of this proxy statement is scheduled to begin on or about August 12, 2009.9, 2010.

Help Reduce Our Mailing Expenses.  You can help us reduce the cost of printing and mailing proxy statements and annual reports by opting to receive future materials electronically. To enroll, please visit the websitehttp://enroll.icsdelivery.com/cagand follow the instructions provided. Have your proxy card in hand when accessing this website.

This proxy statement and our annual report to stockholders for the fiscal year ended May 31, 200930, 2010 are available electronically at:http://investor.conagrafoods.com.

Stockholders of record at the close of business on July 31, 2009August 2, 2010 will be entitled to vote at the meeting and at any postponements or adjournments. On July 31, 2009,August 2, 2010, there were 443,134,831439,666,347 voting shares of our common stock issued and outstanding. Each share of common stock is entitled to one vote.

Your vote is very important. For this reason, the Board of Directors is requesting that you vote your shares by proxy. Internet and telephone voting is available through 11:59 p.m. Eastern Time on Tuesday, September 22, 200921, 2010 for shares held in the ConAgra Foods Retirement Income Savings Plan and through 11:59 p.m. Eastern Time on Thursday, September 24, 200923, 2010 for all other shares.

Record Holders. If you hold shares of ConAgra Foods stock in your own name (also known as “of record” ownership), you can come to the meeting and vote your shares in person, or you can vote your shares by proxy in one of the following manners:

Street Name Holders. If a broker, bank or other nominee holds your stock (“street name” ownership), theyit will send you a voting instruction form. Follow the instructions on the form they provideit provides to have your shares voted by proxy. If you wish to attend the meeting and vote in person, you must obtain a “legal proxy,” executed in your favor, from the broker, bank or nominee.

Revoking a Proxy. You can revoke your proxy before your shares are voted if you (1) are the record owner of your shares and submit a written revocation to our Corporate Secretary at or before the meeting (mail to: ConAgra Foods, Inc., Attn: Corporate Secretary, One ConAgra Drive, Omaha, Nebraska 68102), (2) submit a timely later-dated proxy (or voting instruction card if you hold shares through a broker, bank or nominee), or (3) provide timely

Participants in the ConAgra Foods Retirement Income Savings Plan. If you hold shares in the ConAgra Foods Retirement Income Savings Plan, your voting instruction card covers the shares credited to your plan account. The plan’s trustee must receive your voting instructions by 11:59 p.m. Eastern Time on Tuesday, September 22, 2009.21, 2010. If the plan trustee does not receive your instructions by that date, the trustee will vote the shares held by the ConAgra Foods Retirement Income Savings Plan in a single block in accordance with the instructions received with respect to a majority of the shares for which instructions are received.

We have engaged Georgeson Shareholder Services as our proxy solicitor for the annual meeting at an estimated cost of $15,000approximately $9,500 plus disbursements. Our directors, officers and other employees may also solicit proxies in the ordinary course of their employment. ConAgra Foods will bear the cost of the solicitation, including the cost of reimbursing brokerage houses and other custodians for their expenses in sending proxy materials to you.

To hold the meeting a quorum must be present. A majority of the shares of common stock outstanding on the record date must be present in person or by proxy at the meeting in order to constitute a quorum. The inspectors of election intend to treat properly executed proxies marked “abstain” as “present” for purposes of determining whether a quorum has been achieved. The inspectors will also treat proxies held in “street name” by brokers where the broker indicates that it does not have authority to vote on one or more of the proposals coming before the meeting (“broker non-votes”) as “present” for purposes of determining whether a quorum has been achieved.

Each stockholder is entitled to one vote for each share of common stock on all matters presented at the meeting. If a quorum is present:

The shares represented by all valid proxies received by Internet, by telephone or by mail and not properly revoked will be voted in the manner specified. Where specific choices are not indicated, the shares represented by all valid proxies received will be voted “For” each proposal. If any matter not described above

Only stockholders of record as of the close of business on July 31, 2009August 2, 2010 and their guests will be able to attend the meeting. Admission will be by ticket or confirming bank/brokerage statement only, and those attending the meeting must bring some form of government-issued photo identification.

We are allowed to deliver a single annual report and proxy statement to a household at which two or more stockholders reside when we believe those stockholders are members of the same family. Accordingly, unless you elected to participate in electronic delivery of proxy materials, we will deliver to you only one copy of our annual report and proxy statement until we receive instructions that you prefer multiple mailings. You will continue to receive individual proxy cards for each registered account. This procedure reduces duplicate mailings and saves printing costs and postage fees, as well as natural resources. If you receive a single set of proxy materials but prefer to receive separate copies for each registered account in your household, please contact our agent, Broadridge, at:1-800-542-1061, or in writing at: Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Broadridge will remove you from the householding program within 30 days of receipt ofafter it receives your request, following which you will begin receiving an individual copy of the material. You can also contact Broadridge at the phone number or address above if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future.

The table below shows the shares of ConAgra Foods common stock that certain individuals and entities beneficially owned as of July 31, 2009. The individuals and entities areAugust 2, 2010 by: (1) owners of more than 5% of our outstanding common stock, (2) our current directors, (3) our “named executive officers” for purposes of this proxy statement, and (4) all current directors and executive officers as a group. A person has beneficial ownership overof shares if he or she has or shares voting or investment power over the shares, or the right to acquire that power within 60 days of July 31, 2009.August 2, 2010.

Our directors and executive officers are committed to owning stock in ConAgra Foods. Directors are compensated with a mix of cash and ConAgra Foods commonBoth groups have stock and are precludedownership requirements that preclude them from selling any of their sharesConAgra Foods stock in the market until they ceasehave enough shares to be a director. For management, our Board has establishedmeet and maintain their stock ownership guidelines that require the individuals to own ConAgra Foods stock worth various multiples of their salaries. pre- and post-sale.

More information on our stock ownership guidelines can be found on pages 56 and 38.32.

To better show the financial stake of our directors and executive officers in the company, we have included a “Share Units” column in the table below.table. This column, which is not required under the rules of the Securities and Exchange Commission or the SEC,(the “SEC”), shows deferred shares owned by non-employee directors through the ConAgra Foods, Inc. Directors’ Deferred Compensation Plan and deferred shares owned by executive officers through the ConAgra Foods, Inc. Voluntary Deferred Compensation Plan. Although these shares will ultimately be settled in shares of common stock, they currently have no voting rights, nor will they be settled within 60 days of July 31, 2009.August 2, 2010.

Section 16(a) of the Securities Exchange Act of 1934 requires that our directors, executive officers and persons who own more than 10% of a registered class of our equity securities file with the SEC and New York Stock Exchange reports of ownership and changes in beneficial ownership of our common stock. Directors, executive officers and greater than 10% owners are required to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of copies of these reports furnished to us or written representations that no other reports were required, we believe that during fiscal 2009,2010, all required reports were filed on a timely basis.

ConAgra Foods’ business is managed under the direction of our Board of Directors, which currently has 11 members. The Board of Directors is committed to performing its responsibilities in a manner consistent with sound governance practices. In recent months, there has been significant publicity surrounding the recently enacted financial reform legislation known as the “Dodd-Frank Wall Street Reform and Consumer Protection Act.” Many of the corporate governance practices that the legislation seeks to promote have already been adopted by the ConAgra Foods Board. Whether mandated to do so by legislation or not, the ConAgra Foods Board will continue to review and refine its governance practices to ensure its processes support informed, competent and independent oversight on behalf of stockholders. Some key practices currently in place include the following:

Annual Elections for DirectorsDirectors.. To promote greater accountability to stockholders, all of our directors stand for election annually.

Majority Voting in Director ElectionsElections.. In uncontested elections, each director nominee must receive the affirmative vote of a majority of the votes cast at the meeting with respect to thefor that director. If an incumbent nominee is not elected, he or she is required to promptly tender his or her resignation to the Board of Directors. The Board will act on the tendered resignation and publicly disclose its decision within 90 days fromafter the certification of the election results.

Separate Chairman and Chief Executive OfficerOfficer.. Our Chairman’s roleChairman of the Board is filled by an independent, non-employee director. See “Board Leadership Structure” below for more information.

Human Resources Committee Oversight. The Human Resources Committee reviews the company’s leadership development activities to ensure appropriate succession planning is occurring, and also reviews the relationship between the company’s compensation programs and risk. The Chair of the Human Resources Committee reports on at least a bi-weekly basis. The Corporate Secretary will routinely filter communications that are solicitations, consumer complaints, unrelated to ConAgra Foods or ConAgra Foods’ business or reasonably determined to pose a possible security riskthe Committee’s activities to the addressee.full Board.

The Board of Directors meets on a regularly scheduled basis and holds an executive session without management present at every regularly scheduled meeting. The Chairman of the Board presides at all meetings, including executive sessions. During fiscal 2009,2010, the Board met eight times (six(five regular meetings and twothree special meetings) and acted by unanimous written consent twice.once. Each Board member’s goal is to attend every meeting scheduled. However, from time to time a Board member becomes unable to attend a scheduled Board or committee meeting due to unforeseen or extraordinary circumstances, or scheduling conflicts when special meetings are called on short notice. In this instance, the company provides the director with the agenda and a copy of the materials to be presented at the meeting. The company requests input from the absent director for the benefit of the other directors, shares that input with the rest of the Board, and provides an update to the absent director on decisions taken by the Board following the meeting. All members attended at least 75% of the total number of boardBoard and committee meetings that required their attendance in fiscal 2009.2010, except Mr. Jurgensen who attended slightly less than that percentage. Mr. Jurgensen attended substantially all Board meetings during fiscal 2010 but was unable to attend certain committee meetings due to unavoidable conflicts. The high number of special meetings called on short notice contributed to this aggregate percentage and Mr. Jurgensen missed satisfying the attendance threshold by only two meetings. Mr. Jurgensen has been a director since 2002 and he has attended all Board and committee meetings held during fiscal 2011 that required his attendance. As described above, updates on matters covered at meetings missed during fiscal 2010 were provided to Mr. Jurgensen.

Our Board members are encouraged to attend the annual stockholders’ meeting. All nominees who were serving at the time of the 20082009 annual meeting of stockholders attended such meeting, except Mr. Bay who had a commitment to attend a funeral. Messrs. Johri and Lenny and Ms. Gregor were appointed to serve as members of the Board of Directors subsequent to the 2008 annual meeting of stockholders.meeting.

The Board of Directors is composed of a substantial majority of independent directors. The Board has established independence standards for company directors that are listed in the Corporate Governance Principles available on our website athttp://investor.conagrafoods.comthrough the “Corporate Governance” link.

The Board has determined that directors Bay, Butler, Goldstone, Gregor, Johri, Jurgensen, Lenny, Marshall, Schindler and Stinson have no material relationship with ConAgra Foods and are independent within the meaning of our independence standards. These individuals, in the groups identified in the tables beginningdiscussion below, are the only members of our Audit Committee, Nominating and Governance Committee, and Human Resources Committee. Mr. Chain and Mr. Roskens, who were directors during the fiscal year but are no longer serving, were previously found byIn making these independence determinations, the Board applied the NYSE listing

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities by reviewing (1) the integrity of the financial statements of the company, (2) the qualifications, independence and performance of the company’s independent auditor and internal audit department, and (3) compliance by the company with legal and regulatory requirements. The Audit Committee acts under a written charter, adopted by the Board of Directors, a copy of which is available on our website.

ConAgra Foods’ management is responsible for the company’s financial reporting process and internal controls. The independent auditor is responsible for performing an independent audit of the company’s consolidated financial statements, issuing an opinion on the conformity of those audited financial statements with generally accepted accounting principles and assessing the effectiveness of the company’s internal control over financial reporting. The Audit Committee oversees the company’s financial reporting process and internal controls on behalf of the Board of Directors.

The Audit Committee has sole authority to retain, compensate, oversee and terminate the independent auditor. The Audit Committee reviews the company’s annual audited financial statements, quarterly financial statements, and other filings with the Securities and Exchange Commission. The Audit Committee reviews reports on various matters, including: (1) critical accounting policies of the company; (2) material written communications between the independent auditor and management; (3) the independent auditor’s internal quality-control procedures; (4) significant changes in the company’s selection or application of accounting principles; and (5) the effect of regulatory and accounting initiatives on the financial statements of the company. The Audit Committee also has the authority to conduct investigations within the scope of its responsibilities and to retain legal, accounting and other advisors to assist the Audit Committee in its functions.

During the last fiscal year, the Audit Committee met and held discussions with representatives of ConAgra Foods management, its internal audit staff, and KPMG LLP, independent auditor. Representatives of financial management, the internal audit staff, and the independent auditor have unrestricted access to the Audit Committee and periodically meet privately with the Audit Committee. The Audit Committee reviewed and discussed with ConAgra Foods’ management and KPMG the audited financial statements contained in the company’s Annual Report onForm 10-K for the fiscal year ended May 31, 2009.30, 2010.

The Audit Committee also discussed with the independent auditor the matters required to be discussed by the auditor with the Audit Committee under the Statement on Auditing Standards No. 61, as amended (relating to communication with audit committees) as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee also reviewed and discussed with KPMG its independence and, as part of that review, received the written disclosures required by applicable professional and regulatory standards relating to KPMG’s independence from ConAgra Foods, including those of the Public Company Accounting Oversight Board pertaining to the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee also considered whether the provision of non-audit services provided by KPMG to the company during fiscal 20092010 was compatible with the auditor’s independence.

Based on these reviews and discussions, and the report of the independent auditor, the Audit Committee recommended to the Board of Directors, and the Board approved, that the audited financial statements be included in the company’s Annual Report onForm 10-K for the fiscal year ended May 31, 200930, 2010 for filing with the Securities and Exchange Commission.

We use a combination of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on our Board of Directors. In setting director compensation, the Human Resources Committee receives input from its independent compensation consultant. It also considers the time commitment and skill level required to serve on our Board. For fiscal 2009,2010, non-employee directors other than the Chairman of the Board were entitled to receive the following:

Non-employee directors other than the Chairman who servedserve less than the full12-month period between stockholders’ meetings receivedare entitled to receive a pro-rated retainer, pro-rated stock award and pro-rated option award, in each case, based on actual months of service. Non-employeeAll non-employee directors other than the Chairman of the Board are precluded from selling anyexpected to acquire and hold at least 15,000 shares of our common stock during their tenure. All must acquire their applicable number of shares (including shares underlying options) inwithin five years following first election to the market until they cease to be a director.Board, or September 25, 2014, whichever is later.

In lieu of the elements described above, the Chairman’s pay for service from the 20082009 annual stockholders’ meeting to the 20092010 annual stockholders’ meeting was $500,000, payable entirely in10,000 unrestricted shares of our common stock and non-statutory options to acquire 82,456 shares of ConAgra Foodsour common stock. The equity awards were calculated in a manner to deliver a total opportunity to the Chairman of approximately $500,000 and the number of options granted was based on the Black-Scholes value of the options on the date of grant consistent with our accounting expense methodology. The options have an exercise price equal to the closing market price of our common stock on the date of grant (September 25, 2008, which was the date of the 2008 annual stockholders’ meeting)2009), a ten-year term and vested six months from the date of grant. The numberChairman is expected to acquire and hold at least 50,000 shares of options issued was based on the Black-Scholes value of the option on the date of grant consistent with our accounting expense methodology. Our Chairman cannot sell thecommon stock during his tenure, and to acquire such shares underlying the options in the market until he ceases to be a director.by September 25, 2014.

In addition to the cash payments and equity awards described above, all non-employee directors were entitled to participate in the following programs:

The table below sets forth the compensation elements described above that were paid to the non-employee directors of the company for fiscal 2009:2010:

Our Corporate Governance Principles include a mandatory retirement age for directors. Under the Principles, a director may not stand for re-election if he or she would be over age 72 at the timeBoard of the election. Messrs. Chain and Roskens reached our mandatory retirement age and retired effective upon the conclusion of the 2008 annual stockholders’ meeting. During fiscal 2009, Joie A. Gregor, Rajive Johri and Richard H. Lenny were appointed to serve as members of the Board until the 2009 annual meeting of stockholders. Our BoardDirectors is currently comprised of eleven members.

The following Compensation Discussion & Analysis, or CD&A, describes how, for fiscal 2010, the company’s Human Resources Committee, which we refer to in this “Executive Compensation” section as the Committee and Board of Directors designdesigned the executive compensation program and set individual pay. The focus of the Compensation Discussion & Analysis is our fiscal 2009 compensation programpay for the individuals identifiedexecutive officers named in ourthe compensation tables.tables beginning on page 34. We refer to these individualsthe Human Resources Committee as our “named executive officers.”the Committee throughout the CD&A. Fiscal 20092010 began May 26, 2008June 1, 2009 and ended May 31, 2009.30, 2010.

The primary focus of the ConAgra Foods executive compensation program is to encourage and reward behavior that promotes attainment of our annual and long-term business goals. Those goals are set by management, under the oversight of the Board of Directors, and are designed to promote sustainable growth in stockholder value through attainment of annualvalue. As stockholders themselves, our leaders are keenly focused on achieving these goals. The executive compensation programs for fiscal 2010, and long-term goals. This focus is intended to limit speculative rewards for short-term results.the three-year period beginning with fiscal 2010, align with this approach.

In June 2009, which was the start of our fiscal 2010, we faced challenges, but remained optimistic about our business’ potential. The overall economic downturn was creating difficult business conditions. Consumers were looking for value in grocery stores, and eating out less. This was particularly troublesome for our Commercial Foods business, whose key customers are within the hard-hit foodservice industry. However, as a company, we were gaining momentum, particularly within our Consumer Foods business. That business was generating significant cost savings through supply chain efficiencies, which was creating the fuel for reinvestment in our brands. In addition, by combining innovation and value, and placing a strong focus on sales execution and marketing, the business was keeping pace with changing consumer needs and wants. Consumer Foods began fiscal 2010 having recently grown both share across a variety of key categories, andyear-over-year operating profit.

As we began fiscal 2010, therefore, our priorities were clear. In the near term, we needed to build on the momentum within our Consumer Foods business, and use it to more than offset the challenges that the Commercial Foods segment was expected to face in light of a sluggish and slow-recovering foodservice sector. Also, our Chief Executive Officer, Gary Rodkin’s third fullRodkin, challenged the organization to place an intense focus on

From a longer-term perspective, we were focused on transforming ConAgra Foods into one integrated operatinggrowing our company delivering sustainable, profitable growth. Late in fiscal 2006, Mr. Rodkina manner aligned with our strategic product categories; we use the categories to inform our investment decisions — regarding time, money and his senior management team shared with investors a three-year strategic plan for movingexpertise. We also reiterated the company through that transformation. The strategic plan for fiscal years 2007 to 2009 was centered on changing the company’s culture, divesting non-core businesses, developing a “fewer, bigger, better” approach to innovation, developing more effective marketing, improving in-store execution, and achieving significant cost savings, primarily through supply chain improvements. The company believed that successful execution of the plan would create stockholder value by growing metrics including earnings before interest and taxes and return on average invested capital. As such, the Committee concurrently redesigned the company’sfollowing long-term incentive plan to provide financial rewards if growth in these metrics was achieved.

Although we met many of the goals of our fiscal 2009 annual operating plan, it was a year with varied performance. Our Consumer Foods segment underperformedThe Committee recognized these accomplishments in the first half of the year, in large part due to unplanned input cost inflation. However, by the third quarter, the segment had achievedyear-over-year growth in operating profit and fourth quarter performance was even stronger. This second-half growth was due in large part to the introduction of many on-trend new products, strong marketing, a transformation of major brands in our frozen foods business, and an intense focus on business fundamentals. Although its first-half performance prevented the Consumer Foods segment from achieving its original fiscal 2009 profit targets, the segment’s second-half performance created significant momentum for the company as it began fiscal 2010.

Our executive compensation program is designed to supportencourage and reward behavior that promotes sustainable growth in stockholder value. The Committee believes that for the overall program to do so, it must accomplish four objectives:

The Committee considers a variety of factors when designing the compensation program and setting pay, including:

The Committee prefers to keepconsistency in the peer group consistentyear-to-year to the extent reasonable. With the exception of companies removed because they are no longer independent public companies, there were no changes in the peer group composition from yearfiscal 2009 to year. The fiscal 20082010, and 2009the Committee approved this same peer groups were identical.group for use again in fiscal 2011. The median revenue of the peer group listed above is similar to ours.ours; overall, the companies fall within a range of approximately one-quarter to 3.7 times our annual revenue. We use regression analysis to adjust the compensation data for differences in company revenues.

Considering the extent to which the company and our executive officers performperforms against expectations is also a critical component of the pay process. We discuss the link between company financial performance and our incentive compensation plans later in this Compensation Discussion & Analysis.CD&A. Mr. Rodkin is included in discussions of the Committee upon the request of the Committee for specific topics for which his input would be helpful or appropriate to the Committee’s discussions. For example, when requested by the Committee, Mr. Rodkin contributes to compensation decisions by providing the Committee with his views on the appropriate company goals to use in incentive plans. At the end of an incentive plan’s performance period, he contributesis also asked to contribute by offering the Committee his views of the company’s actual performance. In fiscal 2009,2010, the Committee used his input when determining the extent of discretion to apply to the annual incentive plan’s funding level.level (see page 27).

With respect to individual performance, which also informs compensation decisions, the Committee relies on regular performance evaluations.evaluations, focused on matters such as the outcome of strategic projects or initiatives, whether organizational goals are met, and the leadership behaviors exhibited by an executive. The full Board participates in a formal evaluation of Mr. Rodkin’s performance each year. As a part of this process, Mr. Rodkin provides the Board with a self-assessment. For the other named executive officers, none of whom reports directly to the Board, Mr. Rodkin shares his assessment of their performance against individual objectives.during the year in leading their respective business functions and units. As part of this assessment, Mr. Rodkin provides his view on the level of salary and incentive compensation that the Committee should consider awarding to the other named executive officers.individuals. Neither Mr. Rodkin nor any other individual named executive officer plays a direct role in his or her own compensation determination.

The Committee believes that using a mix of compensation types (for example, salary, cash incentives, and equity) and performance periods (for example, one-year and three-year periods) promotes behavior consistent with our long-term strategic plan and minimizes the likelihood of executives having significant motivation to pursue risky and unsustainable results.

By design, targeted at-risk payincentive compensation for the named executive officers for fiscal 20092010 was a significant percentage — more than 75% of the total opportunity.compensation. This is shown in the charts below. The Committee’s general policy is to provide the greatest percentage of this at-risk paythe incentive opportunity in the form of long-term compensation payable in shares of our common stock. The Committee believes thisthe emphasis on stock-based compensation is the best method of aligning management interests with those of our stockholders.

For fiscal 2009,2010, consistent with previous years and based on the factors described above, Mr. Rodkin’s annual incentive opportunity (which we refer to and discuss below as the Management Incentive Plan or MIP) and long-term incentives (comprised of performance shares and an option award) were larger than the comparable opportunities for the other named executive officers. The Committee took into account Mr. Rodkin’s leadership, value to the company and accountability for the performance of the entire organization. The Committee also reviewed market data related to Mr. Rodkin’s compensation, as a whole and for each component, and found them reasonable versus the peer group. The Committee believes that within the company, Mr. Rodkin should have the highest ratio of at-riskincentive pay to salary and largest aggregate compensation opportunity.

With respect to the other named executive officers, for fiscal 2009,2010, the Committee reviewed each person’s scope of responsibility, skills and experience, individual performance, the strategic plan for each person’s position, the long-term potential of the individual in the position, retention factors, and relevant market data. The Committee also considered internal pay equity. This analysis resulted in some differences in the incentive opportunities awarded under the MIP and performance share plan for these executives, and differences in option grant sizes based on the individual factors reviewed. However, the total compensation opportunity for each of these named executive officers reflects a similar mix of at-riskincentive pay and salary.

The following table shows the ranges of authorized payments for the named executive officers atfor the various levels of PBT goals approved for the fiscal 20092010 MIP. The Committee authorized a range of payout options at each level of PBT to maximize its flexibility to determinein determining awards, while still preserving the tax deductibility of these awards. The named executive officers were made aware that absent extraordinary performance, the Committee authorized these ranges with the intent of making payouts that were adjusted downward toward the low-end of each range. As a result, the Committee believes that no incentive is guaranteed, each named executive officer’s targeted MIP opportunity is a reference to the low-end of the range identified in column (2) of the following table, and each executive officer’s maximum MIP opportunity is a reference to the high-end of the range identified in column (3) of the following table.