AMENDMENT TO
                                RIGHTS AGREEMENT


                  AMENDMENT (the "Amendment"), dated as of May 7, 2004, to the
Rights Agreement, dated as of July 12, 1996 (the "Rights Agreement"), between
ConAgra Foods, Inc., a Delaware corporation (the "Company"), and Wells Fargo
Bank, National Association, as Rights Agent (the "Rights Agent").

                                    RECITALS

                  WHEREAS, the Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement.

                  WHEREAS, pursuant to Section 27 of the Rights Agreement, from
time to time the Company may, and the Rights Agent shall if the Company so
directs, from time to time supplement and amend the Rights Agreement.

                  WHEREAS, the Board of Directors of the Company has determined
that an amendment to the Rights Agreement as set forth herein is necessary and
desirable in connection with the foregoing and the Company desires to evidence
such amendment in writing.

                  WHEREAS, all acts and things necessary to make this Amendment
a valid agreement, enforceable according to its terms have been done and
performed, and the execution and delivery of this Amendment by the Company have
been in all respects duly authorized by the Company.

                  Accordingly, the parties agree as follows:

     A.  Amendment  of Section  7(a).  Section  7(a) of the Rights  Agreement is
hereby amended and  supplemented  by deleting "(i) the close of business on July
12, 2006 (the "Final Expiration Date")" and replacing it with the following:

     "(i) the close of business on May 14, 2004 (the "Final Expiration Date")"

     B.  Effectiveness.  This Amendment shall be deemed effective as of the date
first written above, as if executed on such date. Except as amended hereby,  the
Rights  Agreement  shall  remain in full force and effect and shall be otherwise
unaffected hereby.

     C. Miscellaneous. This Amendment shall be deemed to be a contract under the
laws of the  State  of  Delaware  and for all  purposes  shall be  governed  and
construed in accordance  with the laws of such state  applicable to contracts to
be made and performed entirely within such state. If any provision,  covenant or
restriction  of this Amendment is held by a court of competent  jurisdiction  or
other authority to be invalid,  illegal or  unenforceable,  the remainder of the
terms, provisions,  covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be effected,  impaired or invalidated.
Except as otherwise  expressly  provided herein, or unless the context otherwise
requires, all terms used herein have the meanings assigned to them in the Rights
Agreement. The Rights Agent and the Company hereby waive any notice




requirement under the Rights Agreement pertaining to the matters covered by this
Amendment.



CONAGRA FOODS, INC.                      WELLS FARGO BANK, NATIONAL ASSOCIATION


By:   /s/ J.P. O'Donnell                 By:  /s/ Kenneth P Swanson
   ------------------------------           ------------------------------
   Name:  J.P. O'Donnell                    Name:  Kenneth P Swanson
   Title: Executive Vice President          Title: Vice President