EXHIBIT 10.10


                     CONAGRA FOODS, INC. DIRECTORS' UNFUNDED
                           DEFERRED COMPENSATION PLAN
                       (Amended and Restated May 3, 2001)

         ConAgra Foods, Inc., has established and hereby amends and restates the
"ConAgra, Inc., Directors' Unfunded Deferred Compensation Plan" as the ConAgra
Foods, Inc. Directors' Unfunded Deferred Compensation Plan with the following
terms and conditions:

         1. The Plan shall be named the "ConAgra Foods, Inc. Directors' Unfunded
Deferred Compensation Plan" (hereinafter described as "the Plan").

         2. A director may defer all or a proportion of his or her fees for the
following year by giving written notice to ConAgra Foods, prior to December 31st
of the current year. Any person elected to the Board who is not a director on
the preceding December 31st may elect before his or her term begins to defer all
or part of his or her fees for the balance of the calendar year. The director
shall elect that his or her deferrals be credited to his or her Interest Bearing
Account or ConAgra Foods Common Stock Account ("Stock Account"), or a
combination of the two. The election shall be subject to any limitations imposed
by laws or regulations. Amounts credited to the director's Stock Account shall
be a book entry by the Company payable in shares of ConAgra Foods Common Stock
as provided in paragraph 4 of this Plan. A director may also transfer all or a
portion of the director's Interest-Bearing Account to the director's Stock
Account, subject to any limitations imposed by laws or regulations; any such
transfer shall be effective on January 1st following the election. All elections
shall be made during ConAgra Foods' insider trading "windows".

         3. ConAgra Foods shall establish and maintain two deferred compensation
accounts for each director: (i) a Stock Account, to which there shall be
credited as a book entry the portion of cash compensation which the director has
elected to defer in the form of ConAgra Foods Common Stock and any transfers
from the Interest-Bearing Account and (ii) an Interest-Bearing Account to which
all other deferred cash compensation shall be credited.

         At the end of each calendar quarter, there shall be credited to the
respective Accounts the deferred compensation accrued during such quarter. If a
director has elected to defer cash compensation in the form of ConAgra Foods
Common Stock, a book entry in the amount of the number of full shares to be
credited to the Stock Account for each quarter shall be determined on the basis
of the closing price of the ConAgra Foods Common Stock on the last trading day
of the quarter as reported for New York Stock Exchange - Composite Transactions,
and any amount which would represent a fractional share shall be credited to the
director's Interest-Bearing Account.

         Dividend equivalents on shares credited to a director's Stock Account
shall be credited by book entry at the end of each quarter to his or her Stock
Account in the form of full shares of Common Stock; any amount which would
represent a fractional share shall be credited to his or her Interest-Bearing
Account.

         The Interest-Bearing Account shall be credited semiannually (on each
January 1st and July 1st), with interest on the balance held in the fund for the
prior six months. The rate of interest to be credited shall be the daily prime
rate of interest on such date as published in the Federal Reserve Statistical
Release H.15 Daily Update.

         The Company shall annually supply the director participating in the
Plan a statement of his or her total interest in the Plan.


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         4. Amounts deferred under the Plan together with accumulated interest,
including interest accruing after the participant ceases to be a director, shall
be distributed in twenty (20) semi-annual installments on January 1 and July 1
of each year after the year in which the participant in the Plan ceases to be a
director, provided that a participant may also, upon becoming a participant in
the Plan, elect to receive payment of deferred amounts, to begin no earlier than
six months following the election, (i) in a lump sum at a date certain or (ii)
in semi-annual installments over a period elected by the participant commencing
at the date certain elected by the participant. If the participant dies prior to
the payment in full of all amounts due him or her under the Plan, the balance of
the account shall be payable to his or her designated beneficiary in a lump sum.
The beneficiary designation shall be revocable and should be made in writing in
a manner provided by ConAgra Foods. In addition, at the request of a
participant, the Human Resources Committee of the Board, at their sole
discretion, may authorize a change in the method of payment elected by a
participant. If for any reason, the Human Resources Committee of the Board
determines it to be in the best interest of ConAgra Foods or the participant to
pay the participant in full, including a determination that the participant upon
termination becomes a proprietor, officer, partner, employer or otherwise
becomes affiliated with any business that is in competition with ConAgra Foods,
ConAgra Foods may make a payment in full to said participant when he or she
ceases to be a director without his or her consent. Payment of the aggregate
number of shares credited by book entry to a director's Stock Account shall be
made in shares of Common Stock.

         5. This Plan may be amended, suspended, terminated or modified by of
the Board of Directors of the Company at any time provided that such amendment,
modification, suspension or termination shall not affect the obligation of the
Company to pay to the participants the amounts accrued or credited to said
account up to December 31st of the year in which said action is taken concerning
the Plan by the Board of Directors.


         6. Unless notified to the contrary, all notices under this Plan shall
be sent in writing to the Company by mailing to the "Office of the Secretary",
ConAgra Foods, Inc., One ConAgra Drive, Omaha, Nebraska 68102 All notices to the
participants shall be sent to the address which is their record address for
notices as directors of the Company unless a participant, by written notice,
otherwise directs.


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