10-K

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 26, 2002

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                              to                             

Commission File No. 1-7275

CONAGRA FOODS, INC.
(Exact name of registrant, as specified in its charter)

A Delaware Corporation (State of incorporation or other jurisdiction of incorporation or organization)	47-0248710 (I.R.S. Employer Number)
One ConAgra Drive Omaha, Nebraska (Address of principal executive office)	68102-5001 (Zip Code)

Registrant's telephone number, including area code (402) 595-4000

Securities registered pursuant to section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $5.00 par value	New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

        At July 31, 2002, 537,124,574 common shares were outstanding. The aggregate market value of the voting common stock of ConAgra Foods, Inc. held by non-affiliates on July 31, 2002, was approximately $13.5 billion.

        Documents incorporated by reference are listed on page 1.

Documents Incorporated by Reference

        Portions of the Registrant's Annual Report to Stockholders for the fiscal year ended May 26, 2002 are incorporated into Part I, Item 1; Part II, Items 5, 7, 7A and 8; and Part IV, Item 14.

        Portions of the Registrant's definitive Proxy Statement filed for Registrant's 2002 Annual Meeting of Stockholders are incorporated into Part III, Items 10, 11, 12 and 13.

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PART I

ITEM 1. BUSINESS

a)    General Development of Business

        ConAgra Foods, Inc. ("ConAgra Foods" or the "company") is a leading packaged food company serving a wide variety of food customers. The company's food sales accounted for approximately 87% of its fiscal 2002 net sales of $27.6 billion.

        On September 28, 2000, ConAgra, Inc. changed its name to ConAgra Foods, Inc. to indicate a focus on serving food customers. Prior to that time, the company was known as ConAgra, Inc. from February 25, 1971 to September 27, 2000 and from September 29, 1919 through February 24, 1971, the company was known as Nebraska Consolidated Mills Company.

        Over time, both acquisitions and operations have contributed to the company's growth. The company's more significant acquisitions have included Beatrice Company in 1990, Golden Valley Microwave Foods in 1992 and International Home Foods in 2001. In recent years, ConAgra Foods has been pursuing an acquisition and divestiture strategy to shift its focus toward its core branded and value-added food products.

        On May 21, 2002, the company announced an agreement to transfer its fresh beef and pork processing businesses to a new venture, 54% owned by an investor group led by Hicks, Muse, Tate & Furst, Incorporated, and 46% owned by the company.

b)    Financial Information about Reporting Segments

        The company's operations are classified into four reporting segments: Packaged Foods, Food Ingredients, Meat Processing and Agricultural Products. The contributions of each reporting segment to net sales and operating profit, and the identifiable assets attributable to each reporting segment are set forth in Note 20 "Business Segments and Related Information" on pages 64 through 66 of the company's 2002 Annual Report to Stockholders and are incorporated herein by reference.

c)    Narrative Description of Business

        The company competes throughout the food industry and focuses on adding value for customers who sell into the retail food, foodservice, ingredients and agricultural products channels.

        ConAgra Foods reporting segments are described below. The ConAgra Foods companies and locations, including distribution facilities, within each reporting segment are described in Item 2.

Packaged Foods

        In its Packaged Foods segment, ConAgra Foods produces shelf-stable, frozen and refrigerated foods which are processed and packaged for sales primarily to retail and foodservice customers.

        Shelf-stable products include tomato products, pasta products, cooking oils, popcorn, soup, puddings, meat snacks, canned beans, canned pasta, tuna, canned chili, cocoa mixes and peanut butter for retail, foodservice, institutional and specialty market customers. Shelf-stable major brands include Hunt's, Healthy Choice, Chef Boyardee, Wesson, Orville Redenbacher's, PAM, Slim Jim, Act II, Peter Pan, Van Camp's, Gulden's, Beanee Weenee, Manwich, Hunt's Snack Pack, Swiss Miss, Knott's Berry Farm, Bumble Bee, La Choy, Gebhardt, David's, Wolf Brand, Pemmican, Penrose and Andy Capp's.

        Frozen food products include dinners, pizzas, entrees, snacks, ice cream, potato products, hand-held dough-based products and seafood for retail, foodservice, institutional and specialty market customers. Frozen food major

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brands include Healthy Choice, Banquet, Marie Callender's, Kid Cuisine, MaMa Rosa's, Papa G's, Gilardi's, Lamb Weston, Holly Ridge, Fernando's, Rosarita, The Max, Morton, Patio, LaChoy, Artel and Wolfgang Puck.

        Refrigerated food products include hot dogs, bacon, ham, sausages, cold cuts, turkey products, ethnic foods, kosher products, meat alternative products (e.g., soy-based hot dogs and patties), tablespreads, cheeses, egg alternatives and dessert toppings for retail, foodservice, institutional and specialty market customers. Refrigerated food major brands include Armour, Butterball, Cook's, Country Pride, Decker, Monfort, Eckrich, Healthy Choice, To-Ricos, Texas BBQ, Ready Crisp, Casa de Oro, Zoll, Hebrew National, Brown ’N Serve, Golden Star, Lightlife, National Deli, Swift Premium, Parkay, Blue Bonnet, Fleischmann's, Egg Beaters, County Line, Reddi-wip and Treasure Cave.

Food Ingredients

        The Food Ingredients segment includes the company's non-grain based ingredients, such as processed seasonings, blends and flavorings as well as grain-based items which are processed for ingredient use.

Meat Processing

        In its Meat Processing segment, ConAgra Foods produces and markets fresh beef, chicken, turkey and pork for retail and foodservice customers. In May 2002, the company announced an agreement to sell a controlling interest in its fresh beef and pork operations, which accounted for 77% of the segment's net sales and 71% of its operating profit in fiscal 2002.

Agricultural Products

        Through its Agricultural Products segment, ConAgra Foods distributes crop protection chemicals, fertilizers, seeds and information systems at wholesale and retail levels. Major agricultural brands include Clean Crop, ACA, Savage, Shotgun, Saber, Signature, and Loveland Industries. Within this segment, the company also originates, markets, merchandises and trades agricultural and energy commodities and byproducts, and provides related risk management services. The Agricultural Products segment experiences some seasonality. This seasonality coincides with normal agricultural growing seasons and is subject to a variety of economic, governmental and weather related conditions.

General

        The following comments pertain to each of the company's reporting segments.

        ConAgra Foods is a food company that operates in many different areas of the food industry, with a significant focus on the sale of branded and value-added consumer products. As a result, ConAgra Foods uses many different raw materials, the bulk of which are commodities. Raw materials are generally available from several different sources and ConAgra Foods presently believes that it can obtain these as needed.

        The company experiences intense competition for sales of its principal products in its major markets. The company's products compete with widely advertised, well-known, branded products, as well as private label and customized products. The company has major competitors in all of its reporting segments.

        Quality control processes at principal manufacturing locations emphasize applied research and technical services directed at product improvement and quality control. In addition, the company conducts research activities related to the development of new products.

        Many of ConAgra Foods' facilities and products are subject to various laws and regulations administered by the United States Department of Agriculture, the Federal Food and Drug Administration and other federal, state, local and foreign governmental agencies relating to the quality of products, sanitation, safety and environmental control. The company believes that it complies with such laws and regulations in all material respects, and that continued compliance with such regulations will not have a material effect upon capital expenditures, earnings or the competitive position of

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the company.

        ConAgra Foods and its subsidiaries have approximately 89,000 employees, primarily in the United States.

d)    Foreign Operations

        Foreign operations information is set forth in Note 20 "Business Segments and Related Information" on pages 64 through 66 of the company's 2002 Annual Report to Stockholders and is incorporated herein by reference.

Risk Factors

        The following factors could affect the company's operating results and should be considered in evaluating the company.

The company must identify changing consumer preferences and develop and offer food products to meet their preferences.

        Consumer preferences evolve over time and the success of the company's food products depends on the company's ability to identify the tastes and dietary habits of consumers and to offer products that appeal to their preferences. The company introduces new products and improved products in all of its business segments from time to time and incurs significant development and marketing cost. If the company's products fail to meet consumer preference, then the company's strategy to grow sales and profits with new products will be less successful.

If the company does not manage costs in the highly competitive food industry, its profitability could decrease.

        The company's success depends in part on its ability to manage costs and be efficient in the highly competitive food industry. The company has in recent years eliminated excess costs and achieved additional efficiencies by aligning sales, marketing, and manufacturing functions. If the company does not continue to manage costs and achieve additional efficiencies, its profitability could decrease.

The company may be subject to product liability claims and product recalls, which could negatively impact its profitability.

        The Center for Disease Control and Prevention has estimated there are more than 250 different foodborne diseases that cause approximately 76 million illnesses, more than 325,000 hospitalizations and 5,000 deaths annually in the United States. Products in an uncooked or raw state may contain some level of pathogens which remain until cooked. In addition to foodborne illness, some consumers are sensitive to or allergic to a variety of common ingredients. In the past the company has issued recalls to address the presence of allergens and pathogens. Once products have been shipped for distribution, illness or death may result if the pathogens are present, or increase due to handling or temperatures, if they are not eliminated at the further processing, foodservice or consumer level. If the company detects problems, it takes prompt action to protect consumers. The consensus among health industry and government experts is that simple, proper cooking procedures are the most common and effective way to eliminate the risk associated with pathogens.

        The company may be subject to significant liability if the consumption of any of the company's products causes injury, illness or death and the company will voluntarily recall products in the event of contamination or damage. For example, between June 30 and July 19, 2002, the company voluntarily recalled approximately 19 million pounds of ground beef that may have been contaminated with E. coli. The company may encounter the same risks if a third party tampers with its products. A significant product liability judgment or a widespread product recall may also negatively impact the company's profitability for a period of time depending on availability, competitive reaction and consumer attitudes.

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For the Agricultural Products segment, downturns in the agricultural industry reduce product demand, create a difficult product pricing environment, and make credit collection more difficult.

        The agricultural industry is cyclical and subject to a variety of economic, governmental and weather related conditions. Weather patterns, livestock and crop diseases, uncertainty over farm policy, and other farming related factors have caused downturns in the agricultural industry in recent years. Factors that negatively affect the agricultural industry reduce farm income, which results in less demand for agricultural products and a less favorable product pricing environment and negatively affects the ability of customers to pay for products purchased on credit. These factors negatively affected the fiscal 2002 operating results for the company's Agricultural Products segment, which reflected a sales decline of 2% and an operating profit decline of 83% compared to fiscal 2001. For fiscal 2002, the company's Agricultural Products segment represented approximately 13% of the company's total sales and less than 1% of the company's total operating profit.

Commodity price increases will increase operating costs and may reduce profits.

        The company uses many different commodities, including wheat, corn, oats, soybeans and energy. Commodities are subject to price volatility caused by commodity market fluctuations, supply and demand, currency fluctuations, and changes in governmental agricultural programs. Commodity price increases will result in increases in raw material costs and operating costs. The company may not be able to increase its product prices to offset these increased costs; and increasing prices may result in reduced sales volume and profitability. The company has many years' experience in hedging against commodity price increases; however, hedging practices reduce but do not eliminate the risk of increased operating costs from commodity price increases. For example, significant energy price increases, such as were experienced in fiscal 2001, impacted the company's results.

If the company fails to comply with the many laws applicable to its business, it may incur significant fines and penalties.

        The company's facilities and products are subject to many laws and regulations administered by the United States Department of Agriculture, the Federal Food and Drug Administration, and other federal, state, local, and foreign governmental agencies relating to the processing, packaging, storage, distribution, advertising, labeling, quality, and safety of food products. The company's failure to comply with applicable laws and regulations could subject it to administrative penalties and injunctive relief, civil remedies, including fines, injunctions and recalls of its products. The company's operations are also subject to extensive and increasingly stringent regulations administered by the Environmental Protection Agency, which pertain to the discharge of materials into the environment and the handling and disposition of wastes. Failure to comply with these regulations can have serious consequences, including civil and administrative penalties and negative publicity.

The company incurs significant costs in complying with laws and regulations.

        The company incurs significant capital and operating expenditures to comply with laws and regulations. For example, the company's financial statement footnote on "Contingencies" describes continuing costs for compliance with environmental laws. Future material changes in these laws and regulations could increase the company's operating costs. Various governments throughout the world are considering regulatory proposals relating to genetically modified organisms or ingredients, food safety, and market regulation which, if adopted, will increase the company's operating costs. If any of these or other proposals are enacted, the company may not be able to pass on these cost increases to customers without experiencing volume and profit losses.

ITEM 2. PROPERTIES

        The company's corporate headquarters are located in Omaha, Nebraska, U.S.A. The general offices and location of principal operations are set forth in the following list of ConAgra Foods' locations.

        The company maintains a number of distribution facilities, in addition to distribution facilities and warehouse

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space available at substantially all of its manufacturing facilities.

        Utilization of manufacturing capacity varies by type of product manufactured, plant and time available. In general, ConAgra Foods operates most of its manufacturing facilities in excess of 70% of standard industry capacity. Standards vary by industry from 40 hours per week to greater than 40 hours per week.

        Most principal manufacturing facilities are held in fee. However, many parcels of land, machinery and buildings, and substantially all of ConAgra Foods' transportation equipment used in its processing and merchandising operations, are leased.

PACKAGED FOODS REPORTING SEGMENT

Frozen Foods Group
General offices in Omaha, Nebraska.

ConAgra Frozen Foods
General and sales offices in Omaha, Nebraska.
Seven manufacturing facilities in Arkansas, Ohio, Iowa and Missouri. Three manufacturing facilities and one sales office in Canada. Product development facility in Omaha, Nebraska.

Grocery Foods Group
General offices in Irvine, California.

ConAgra Grocery Products Company
General offices in Irvine, California.
Product development facility in Irvine. 15 manufacturing plants in Ohio, Pennsylvania, Tennessee, California, Texas, Georgia, Missouri, Illinois and Minnesota. Over 15 grocery sales offices in Arizona, Texas, Illinois, Kansas, Minnesota, Ohio, Tennessee, Georgia, North Carolina, Arkansas, New Jersey, Maryland, Massachusetts, California and Florida serving the U.S. and Canada.

ConAgra Store Brands
General offices in Lakeville, Minnesota.
Three manufacturing facilities in Minnesota and Illinois.

Bumble Bee Seafoods
General offices in San Diego, California.
Six processing/packaging facilities in Ecuador, Puerto Rico, California, Louisiana and Minnesota.

Snack Foods Group
General offices in Edina, Minnesota.

ConAgra Snack Foods
General offices in Edina, Minnesota.
Six plants in Iowa, Minnesota and Ohio. Popcorn storage warehouse in Nebraska, product development facility in Eden Prairie, Minnesota and microwave packaging production facility in Maple Grove, Minnesota.

ConAgra Foods Ltd.
General offices in Manchester, England.
One manufacturing facility in Manchester, England.

Goodmark Foods
General offices in Raleigh, North Carolina.
Five manufacturing facilities in North Carolina, Pennsylvania, Missouri and California.

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Foodservice Group
General offices in Eagle, Idaho.

Specialty Potato Products Group (previously known as Lamb Weston)
General offices in Tri-Cities, Washington.
13 plants in Idaho, Oregon, Washington, North Carolina, Minnesota (50-percent owned) and Alberta, Canada.
Three plants in The Netherlands (50-percent owned). Farming operations in Washington, Oregon and Idaho. Product development facility in Richland, Washington. General office, sales, marketing and international business development center in Eagle, Idaho.

Mexican Foods Group—Fernando's Foods Corporation
General offices in Los Angeles, California and Omaha, Nebraska.
One Mexican food processing facility in California, flour and corn tortilla processing facilities in Nebraska and Kentucky.

ConAgra Signature Meats Group
General offices in Greeley, Colorado.
Meat processing facilities in California, Alabama and Illinois.

ConAgra Seafood Companies
General offices in Tampa, Florida and Santa Fe Springs, California.
Facilities in Florida, Texas, New Jersey and Washington.

ConAgra Diversified Foods Group (previously known as Hunt-Wesson Foodservice)
General offices in Irvine, California.
One tomato processing plant located in Helm, California, one toppings plant located in Humboldt, Tennessee, and three division sales offices.

Dairy Foods Group
General offices in Downers Grove, Illinois.
Seven facilities located in Wisconsin, Illinois, Indiana, Michigan, Iowa, Missouri and New Jersey include natural cheese, aerosol, margarine and egg product manufacturing.

Refrigerated Foods Group
General offices in Downers Grove, Illinois and Lincoln, Nebraska.
Product development in Downers Grove and 24 plants in Indiana, Illinois, Michigan, Nebraska, Kansas, Arkansas, North Carolina, Iowa, Colorado, Texas, Ohio, Maryland, Minnesota, Massachusetts and Missouri, processed meat plant in Panama, distribution centers in Kansas, Michigan, Illinois and Puerto Rico.

Retail Administration
General offices in Omaha, Nebraska.

ConAgra Foods Logistics
General offices in Omaha, Nebraska and Schaumburg, Illinois.
12 distribution centers located in Tennessee, New Jersey, Florida, Ohio, Texas, California, Pennsylvania, and Indiana.

MEAT PROCESSING REPORTING SEGMENT

Beef Group
General offices in Greeley, Colorado.

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Australia Meat Holdings Pty Ltd.
General offices in Dinmore, Queensland, Australia.
Four beef processing, four cattle feedlots, and one plant/distribution center in Australia.

ConAgra Cattle Feeding Company
General offices in Greeley, Colorado.
Five feedlots in Colorado, Texas, and Idaho.

Swift Beef Company
General offices in Greeley, Colorado.
Seven processing plants in Colorado, Kansas (idled by fire December 2000), Nebraska, Texas, Idaho and Utah.

ConAgra Beef-Swift Support Centers
General offices in Greeley, Colorado.
Eight sales and distribution branches in Nebraska, Colorado, Illinois, Texas, Arizona, California, Delaware and Hawaii.

Pork Group
General offices in Greeley, Colorado.
Four pork processing plants in Iowa, Minnesota, Kentucky, and California.

Poultry Group
General offices in Duluth, Georgia.

ConAgra Broiler Company
General offices in Duluth, Georgia.
14 broiler growing and processing divisions in Alabama, Arkansas, Georgia, Kentucky, Louisiana, Tennessee, and Puerto Rico. Four further processing cook plants in Georgia, Tennessee, West Virginia, and Louisiana.

Professional Food Systems
General offices in El Dorado, Arkansas.
14 sales and distribution units in Texas, Tennessee, California, Louisiana, North Carolina, Utah, Mississippi, Iowa and Wisconsin.

FOOD INGREDIENTS REPORTING SEGMENT

ConAgra Food Ingredients Company
General offices in Omaha, Nebraska.

Grain-Based Processing
General offices in Omaha, Nebraska.
24 flour mills in Illinois, Oklahoma, California, Ohio, Colorado, Alabama, Nebraska, Minnesota, Pennsylvania, South Dakota, Georgia, Texas and Florida. Two joint ventures in the United States, one flour mill and two elevators. Corn merchandising and processing facility in Kansas. Two oat processing facilities in Nebraska and Canada. A flour mill, a dry corn mill and grain trading in Puerto Rico.

Nongrain-Based Ingredients
General offices in Omaha, Nebraska.
A spice plant and research and development facility in Illinois. A seasoning plant and research and development facility in New Jersey. Flavorings plants in New Jersey and Utah. Food ingredients distribution business headquartered in Iowa with distribution centers in Texas, Illinois and Colorado. A distributor of supplies and equipment for the food processing industry in Texas. Chili products plants located in California, New Mexico, and Santiago, Chile, with a research and development facility in California. A garlic and onion

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dehydration and processing facility with a supporting research and development facility in California and dehydration and processing plants in Nevada and Oregon. A vegetable dehydration and processing facility in California.

International
General offices in Omaha, Nebraska.
Poultry, animal feed and processed meat facilities in Portugal and feed plants in Spain. Four malt joint ventures with barley malting facilities in the United States, Canada, Australia and the United Kingdom. Edible oil processing and grain trading joint venture in India. Joint venture oilseed processing plant in Argentina. A specialty marketing business with general offices in Texas. Two animal feed plants in Georgia and Alabama.

AGRICULTURAL PRODUCTS REPORTING SEGMENT

ConAgra Trade Group
General offices in Omaha, Nebraska.

Agricultural Division
General offices in Omaha, Nebraska.
An extensive network of grain merchandising offices and grain elevators operated in the United States and Canada. International marketing is facilitated through offices in Mexico, Italy, Hong Kong, Brazil and Australia, and with representative agents throughout the world.

KBC Edible Beans
General offices in Omaha, Nebraska.
KBC operates an extensive network of facilities in the United States and a facility in Argentina. International marketing is facilitated through offices in Argentina, China, Switzerland and Hong Kong, and with representative agents throughout the world.

ConAgra International Fertilizer
General offices in Savannah, Georgia.
Sourcing and distribution is facilitated through offices in Mexico, the United Kingdom, Hong Kong and Singapore.

ConAgra Energy Services
General offices in Omaha, Nebraska.

United Agri Products
General offices in Greeley, Colorado.

United Agri Products Companies
General offices in Greeley, Colorado.
Eight formulation facilities in the United States and 587 field sales, administration, warehouse, rail, and joint venture locations in the United States, Canada, United Kingdom, Mexico, South Africa, Chile, Bolivia, Ecuador, Argentina, France and Peru.

ITEM 3. LEGAL PROCEEDINGS

        In fiscal 1991, ConAgra acquired Beatrice Company ("Beatrice"). As a result of the acquisition and the significant pre-acquisition contingencies of the Beatrice businesses and its former subsidiaries, the consolidated post-acquisition financial statements of the company reflect significant liabilities associated with the estimated resolution of these contingencies. These include various litigation and environmental proceedings related to businesses divested by Beatrice prior to its acquisition by the company. The environmental proceedings include litigation and administrative proceedings involving Beatrice's status as a potentially responsible party at 32 Superfund, proposed Superfund or state-

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equivalent sites; these sites involve locations previously owned or operated by predecessors of Beatrice which used or produced petroleum, pesticides, fertilizers, dyes, inks, solvents, PCBs, acids, lead, sulfur, tannery wastes, and / or other contaminants. Beatrice has paid or is in the process of paying its liability share at 31 of these sites. Adequate reserves for these matters have been established based on the company's best estimate of its undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required cleanup, the known volumetric contribution of Beatrice and other potentially responsible parties and its experience in remediating sites. The reserves for Beatrice environmental matters totaled $119.3 million as of May 26, 2002, and $123.0 million as of May 27, 2001, a majority of which relates to the Superfund and state equivalent sites referenced above. Expenditures for these matters are expected to occur over a period of 5 to 20 years.

        On June 22, 2001, the company filed an amended annual report on Form 10-K for the fiscal year ended May 28, 2000. The filing included restated financial information for fiscal years 1997, 1998, 1999 and 2000. The restatement, due to accounting and conduct matters at its United Agri Products, Inc. subsidiary ("UAP"), was based upon an investigation undertaken by the company and the Audit Committee of its Board of Directors. The restatement was principally related to revenue recognition for deferred delivery sales and vendor rebates, advance vendor rebates, and bad debt reserves. The Securities and Exchange Commission ("SEC") issued a formal order of nonpublic investigation dated September 28, 2001. The company is cooperating with the SEC investigation, which relates to the UAP matters described above, as well as other aspects of the company's financial statements.

        On August 10, 2001, a purported class action lawsuit, Gebhardt v. ConAgra Foods, Inc., et. al. Case No. 810CV427, was filed in United States District Court for Nebraska against the company and certain of its executive officers alleging violations of the federal securities laws in connection with the events resulting in the company's restatement of its financial statements. On July 23, 2002, the federal district court granted the defendants' motion to dismiss the lawsuit and entered judgment in favor of the company and the executive officers. On August 20, 2002, the plaintiffs appealed the judgment to the Eighth Circuit Court of Appeals.

        On September 26, 2001, a shareholder derivative action was filed, purportedly on behalf of the company, by plaintiffs Anthony F. Rolfes and Sandra S. Rolfes in the Court of Chancery for the State of Delaware in New Castle County, Case No. 19130NC. The complaint alleges that the defendants, directors of the company during the relevant times, breached fiduciary duties in connection with events resulting in the company's restatement of its financial statements. The action seeks, inter alia, recovery to the Company, which is named as a nominal defendant in the action, of damages allegedly sustained by the Company and a direction to the defendants to establish programs to prevent wrongful and illegal practices. On October 9, 2001, a second shareholder derivative action was filed, purportedly on behalf of the company, by plaintiff Harbor Finance Partners in the United States District Court for the District of Nebraska, Case No. 401CV3255. The complaint contains allegations and seeks relief similar to the Delaware derivative action. The directors named as defendants in these actions intend to vigorously defend the allegations and believe the actions are without merit.

        The company's subsidiary, ConAgra Grocery Products Company, paid a total of $141,000 in connection with the settlement of an administrative civil liability complaint, ACL Complaint No. R5-2002-0507, issued by the California Regional Water Quality Control Board, Central Valley Region on May 14, 2002, with respect to wastewater discharges.

        The company is a party to a number of other lawsuits and claims arising out of the operation of its businesses. After taking into account liabilities recorded for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on the company's financial condition, results of operations or liquidity.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        Not applicable.

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EXECUTIVE OFFICERS OF THE REGISTRANT AS OF AUGUST 23, 2002

Name	Title & Capacity	Age	Year Assumed Present Office
Bruce C. Rohde	Chairman, Chief Executive Officer and President	53	1998
Dwight J. Goslee	Executive Vice President, Operations Control and Development	52	2001
Owen C. Johnson	Executive Vice President, Human Resources and Administration	56	1998
James P. O'Donnell	Executive Vice President, Chief Financial Officer and Corporate Secretary	54	1997
Jay D. Bolding	Senior Vice President and Controller	42	1999
Kenneth W. Gerhardt	Senior Vice President and Chief Information Officer	52	1998
Timothy P. McMahon	Senior Vice President, Marketing and Communications	48	2000
Michael D. Walter	Senior Vice President, Commodity Procurement and Economic Strategy	53	2000
Christopher W. Klinefelter	Vice President, Investor Relations	35	2000
Scott E. Messel	Vice President, Treasurer	43	2001
Anita L. Wheeler	Vice President, Leadership Development and Planning	56	1999

        The foregoing have held executive officer positions with ConAgra Foods for the past five years, except as follows:

        Owen C. Johnson was Senior Vice President, Human Resources, Corporate Communications and Administration of NISOURCE from 1990 to 1998. He joined ConAgra Foods as Senior Vice President, Human Resources and Administration in June 1998 and was named Executive Vice President in 2001.

        Jay D. Bolding joined ConAgra Foods in 1997 as Vice President, Business Processes and Financial Analysis. He became Vice President, Controller in February 1999 and was named Senior Vice President in June 2000. He was Vice President, Chief Financial Officer and Treasurer of Allen & O'Hara, Inc., a construction and property management company from 1995 to 1997.

        Kenneth W. Gerhardt was Senior Vice President and Chief Information Officer of Ameriserve Distribution, Inc. from 1997 to 1998.

        Timothy P. McMahon was Vice President, Marketing for ConAgra Trading and Processing Companies from June 1997 to October 1997. Prior to that, he was President of McMahon Marketing Communications Company for ten years. He became Senior Vice President, Corporate Marketing Development in October 1997 and was named to his current position in 2000.

        Michael D. Walter joined ConAgra Foods in 1989 as President of ConAgra Specialty Grain Products. He was named to Senior Vice President, Trading and Procurement in October 1996 and to his current position in February 2000.

        Christopher W. Klinefelter was Assistant Vice President, Corporate Development of Brown-Forman when he left in 2000. He joined them as a Business Analyst in 1996. He joined ConAgra Foods in January 2000 as Vice President, Investor Relations.

        Scott E. Messel was Vice President and Treasurer of Lennox International from 1999 to 2001. Prior to that, he was Vice President, Treasurer of Flowserve Corporation from 1998 to 1999, and Vice President and Director, International Treasury when he left Ralston Purina Company in 1997.

        Anita L. Wheeler was Director of Staffing of Allied Signal from 1996 to 1998. She joined ConAgra Foods in

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1999 as Vice President, Executive Staffing and Development and was named to her current position in 2002.

OTHER SIGNIFICANT EMPLOYEES OF THE REGISTRANT AS OF AUGUST 23, 2002

Name	Title & Capacity	Age	Year Assumed Present Office
Larry A. Carter	President and Chief Operating Officer, ConAgra Food Ingredients Company	50	2000
Larry Kenneth Cordell	President and Chief Operating Officer, United Agri Products	44	2002
Raymond J. De Riggi	Chairman, International Retail Group	54	2002
Gerard A. Dowd	President and Chief Operating Officer, ConAgra Poultry Company	50	2002
Gregory A. Heckman	President and Chief Operating Officer, ConAgra Agricultural Products Company	40	2002
R. Dean Hollis	President and Chief Operating Officer, ConAgra Frozen Prepared Foods Group	42	2000
John S. McKeon	President and Chief Operating Officer, Snack Foods Group	57	2002
Dennis F. O'Brien	President and Chief Operating Officer, Grocery Foods Group	44	2002
Richard A. Porter	President and Chief Operating Officer, ConAgra Foods — Foodservice Company	53	1998
Richard G. Scalise	President and Chief Operating Officer, ConAgra Dairy Foods Group	47	2000
John N. Simons	President and Chief Operating Officer, ConAgra Meat Companies	41	2001
F. Martin Thrasher	President and Chief Operating Officer, ConAgra Foods Retail Products Company	51	2001

        Larry A. Carter joined the company in 1994 as the Vice President and Chief Financial Officer of ConAgra's Trading and Processing Companies. He was named to his current position in 2000.

        Larry Kenneth Cordell joined the company in 2001 as Vice President of United Agri Products and was named to his current position in January 2002. Prior to joining the company Mr. Cordell was with FMC Corporation as North America Area Director and Global Herbicide Director in 2001, North America Area Director from 1998 to 2001, and Global Business Director, Herbicide from 1995 to 1998.

        Raymond J. De Riggi was President of United Specialty Food Ingredients Cos. from 1995 to 1998, and President and Chief Operating Officer, ConAgra Grocery Products from 1998 to 2002. He was named to his current position in January 2002.

        Gerard A. Dowd was hired as Executive Vice President, Poultry Foodservice in 1999, and was named President, ConAgra Poultry Foodservice in 2001. He was named to his current position in 2002.

        Gregory A. Heckman joined the company in 1984 and was named Vice President and General Manager of ConAgra Commodity Services in 1995, and President of ConAgra Commodity Services in 1996. He has served as President and Chief Operating Officer, ConAgra Trade Group from 1998 to 2001, and was named to his current position in January 2002.

        R. Dean Hollis was Vice President, Trade Development ConAgra Frozen Foods from 1995 to 1998 and President of Gilardi Foods from 1998 to March 2000. He was named to his current position in 2000.

12

        John S. McKeon joined ConAgra Foods as President Golden Valley Microwave Foods in 1993, and held that position until he was named to his current position in 2002.

        Dennis F. O'Brien was President, Store Brands from 2000 to 2001, and was Executive Vice President and General Manager, Grocery Products from July 2001 to December 2001. Prior to joining the company, Mr. O'Brien was Senior Vice President, Marketing and Product Development for Armstrong Industries from 1996 to 2000.

        Richard A. Porter was President of Lamb Weston, Inc. from 1990 to 1998. He was named to his current position in June 1998.

        Richard G. Scalise joined the company in 1997 as President of the ASE Deli/Foodservice Company. He was named to his current position during 2000. Prior to joining the company, Mr. Scalise was President and Chief Operating Officer of H&M Corporation.

        John N. Simons was Vice President, Red Meat Business Development with Excel from 1996 to 1999. He was named President and Chief Operating Officer, ConAgra Beef Companies in 1999, and to his current position in 2001.

        F. Martin Thrasher was named to his current position upon joining the company in 2001. Prior to joining the company, Mr. Thrasher was with Campbell Soup Company where he served in various positions since 1996 including President North America from 2000 to 2001.

13

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        ConAgra Foods' common stock is listed on the New York Stock Exchange. Ticker symbol: CAG. At the end of fiscal 2002, 537.0 million shares of common stock were outstanding, including 9.9 million shares held in the company's Employee Equity Fund. There were 34,000 shareholders of record, 43,000 holders via ConAgra Foods' 401(k) plan for employees and more than 190,000 "street-name" beneficial holders whose shares are held in names other than their own. During fiscal 2002, 355 million shares were traded, a daily average of approximately 1.4 million shares.

        Quarterly sales price and dividend information is incorporated herein by reference to Note 21 "Quarterly Results (Unaudited)" on page 66 of the company's 2002 Annual Report to Stockholders.

14

ITEM 6. SELECTED FINANCIAL DATA

        The following table presents selected consolidated financial data for the company for each of the five fiscal years 1998 through 2002. All amounts are in millions except per share data.

For the Fiscal Years Ended May		2002		2001		2000		1999		1998
Net sales		$	27,629.6	$	27,100.5	$	25,484.5	$	24,790.9		24,516.6
Income before cumulative effect of changes in accounting			785.0		682.5		382.3*		330.2**		632.3
Net income			783.0		638.6		382.3*		330.2**		617.5
Basic income per share
	Income before cumulative effect of changes in accounting		1.48		1.33		.80*		.70**		1.36
	Net income		1.48		1.24		.80*		.70**		1.33
Diluted income per share
	Income before cumulative effect of changes in accounting		1.47		1.33		.80*		.69**		1.33
Net income			1.47		1.24		.80*		.69**		1.30
Cash dividends declared per share of common stock			.9300		.8785		.7890		.6918		.6050
At Year End
Total assets		$	15,496.2	$	16,480.8	$	12,196.6	$	12,081.5	$	11,781.5
Senior long-term debt (noncurrent)			4,991.6		3,359.5		1,816.8		1,793.1		1,753.5
Subordinated long-term debt (noncurrent)			752.1		750.0		750.0		750.0		750.0
Preferred securities of subsidiary company			175.0		525.0		525.0		525.0		525.0

*

2000 amounts include restructuring and restructuring-related charges: before tax, $621.4 million; after tax, $385.3 million. Excluding the charges, basic earnings per share were $1.61 and diluted earnings per share were $1.60.



**

1999 amounts include restructuring charges: before tax, $440.8 million; after tax, $337.9 million. Excluding the charges, basic earnings per share were $1.42 and diluted earnings per share were $1.40.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        Incorporated herein by reference to "Management's Discussion & Analysis" on pages 36 through 47 of the company's 2002 Annual Report to Stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Incorporated herein by reference to the subsection "Market Risk" in "Management's Discussion & Analysis" on pages 46 and 47 of the company's 2002 Annual Report to Stockholders.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The following consolidated financial statements of ConAgra Foods and Subsidiaries and Independent Auditors' Report set forth on pages 48 through 67 of the company's 2002 Annual Report to Stockholders are incorporated herein by reference:

        Consolidated Statements of Earnings—Years ended May 26, 2002, May 27, 2001 and May 28, 2000

        Consolidated Statements of Comprehensive Income—Years ended May 26, 2002, May 27, 2001 and May 28, 2000

15

        Consolidated Balance Sheets—May 26, 2002 and May 27, 2001

        Consolidated Statements of Common Stockholders' Equity—Years ended May 26, 2002, May 27, 2001 and May 28, 2000

        Consolidated Statements of Cash Flows—Years ended May 26, 2002, May 27, 2001 and May 28, 2000

        Notes to Consolidated Financial Statements

        The supplementary data regarding quarterly results of operations are set forth in Note 21 "Quarterly Results (Unaudited)" on page 66 of the company's 2002 Annual Report to Stockholders is incorporated herein by reference.

        Independent Auditors' Report

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

16

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        Incorporated herein by reference to "Board of Directors and Election" on pages 3 and 4 of the company's Proxy Statement for its 2002 Annual Meeting of Stockholders. Information concerning Executive Officers of the company is included in Part I above.

ITEM 11. EXECUTIVE COMPENSATION

        Incorporated herein by reference to (i) "Executive Compensation" through "Benefit Plans and Retirement Programs" on pages 6 through 10 of the company's Proxy Statement, and (ii) information on director compensation on pages 4 and 5 of the company's Proxy Statement for its 2002 Annual Meeting of Stockholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        Incorporated herein by reference to "Voting Securities Owned by Certain Beneficial Owners" and "Voting Securities Owned by Executive Officers and Directors" on page 2 of the company's Proxy Statement for its 2002 Annual Meeting of Stockholders.

Equity Compensation Plan Information

        The following table gives information about ConAgra Foods common stock that may be issued upon the exercise of options, warrants and rights under existing equity compensation plans as of May 26, 2002.

Plan category		Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		32,776,777	$	23.0383	22,745,035(2	)
Equity compensation plans not approved by security holders		—		—	—
	Total	32,776,777			22,745,035

⁽¹⁾

This table does not include outstanding options for 479,308 shares at a weighted average exercise price of $12.9927 per share. These options were assumed in connection with two acquisitions in fiscal 1999 and 2001. No additional awards can be granted under the plans that originally issued these options.

⁽²⁾

Additionally, 2,700,000 shares are also available for issuance each fiscal year under the Employee Flexible Bonus Plan.

17

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Incorporated herein by reference to (i) the eighth, ninth and eleventh paragraphs of "Directors' Meetings and Compensation" on page 5 of the company's Proxy Statement, and (ii) the last paragraph of "Benefit Plans and Retirement Programs" on page 10 of the company's Proxy Statement for its 2002 Annual Meeting of Stockholders.

18

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

a)

List of documents filed as part of this report:

1.

Financial Statements

All financial statements of the company as set forth under Item 8 of this report on Form 10-K.

2.

Financial Statement Schedules

Schedule Number	Description	Page Number
S-II	Valuation and Qualifying Accounts	23

        All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements, notes thereto.

3.

Exhibits

All exhibits as set forth on the Exhibit Index, which is incorporated herein by reference.

b)

Reports on Form 8-K

        The company filed a report on Form 8-K dated May 21, 2002 announcing an agreement to transfer its fresh beef and pork processing businesses to a new venture, 54% owned by an investor group led by Hicks, Muse, Tate & Furst, Incorporated, and 46% owned by the company.

19

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ConAgra Foods, Inc. has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 23rd day of August, 2002.

ConAgra Foods, Inc.

/s/  BRUCE C. ROHDE    
Bruce C. Rohde
Chairman, Chief Executive Officer and President

/s/  JAMES P. O'DONNELL   
James P. O'Donnell
Executive Vice President, Chief Financial Officer and
Corporate Secretary

/s/  DWIGHT J. GOSLEE    
Dwight J. Goslee
Executive Vice President, Operations
Control and Development

/s/  JAY D. BOLDING   
Jay D. Bolding
Senior Vice President and Controller

20

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 23rd day of August, 2002.

Bruce C. Rohde*	Director
David H. Batchelder	Director
Mogens C. Bay*	Director
Howard G. Buffett*	Director
John T. Chain, Jr.*	Director
Alice B. Hayes*	Director
W.G. Jurgensen	Director
Robert A. Krane*	Director
Mark Rauenhorst*	Director
Carl E. Reichardt*	Director
Ronald W. Roskens*	Director
Kenneth E. Stinson*	Director

*

Bruce C. Rohde, by signing his name hereto, signs this annual report on behalf of each person indicated. A Power-of-Attorney authorizing Bruce C. Rohde to sign this annual report on Form 10-K on behalf of each of the indicated Directors of ConAgra Foods, Inc. has been filed herein as Exhibit 24.

By: /s/  BRUCE C. ROHDE    
        Bruce C. Rohde
        Attorney-In-Fact

21

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
ConAgra Foods, Inc.
Omaha, Nebraska

        We have audited the consolidated financial statements of ConAgra Foods, Inc. and subsidiaries as of May 26, 2002 and May 27, 2001, and for each of the three years in the period ended May 26, 2002, and have issued our report thereon dated July 11, 2002 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to change in methods of accounting for derivative instruments and other hedging activities in 2002 and revenue recognition relating to the shipping terms for certain of its product sales, retailer sales incentives, and consumer sales incentives in 2001); such consolidated financial statements and report are included in your 2002 Annual Report to Stockholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedule of ConAgra Foods, Inc. and subsidiaries, listed in Item 14. This consolidated financial statement schedule is the responsibility of the company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
July 11, 2002

22

Schedule II

CONAGRA FOODS, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts

For the Fiscal Years ended May 26, 2002, May 27, 2001 and May 28, 2000
(in millions)

			Additions
Description	Balance at Beginning of Period		Charged to Income	Other		Deductions from Reserves		Balance at Close of Period
Year ended May 26, 2002     Allowance for doubtful receivables	$	100.5	82.8	2.2(2	)	81.0(1	)	$	104.5
Year ended May 27, 2001     Allowance for doubtful receivables	$	62.8	61.4	3.5(2	)	27.2(1	)	$	100.5
Year ended May 28, 2000     Allowance for doubtful receivables	$	60.0	51.4	.4(2	)	49.0(1	)	$	62.8

(1)

Bad debts charged off, less recoveries.

(2)

Primarily reserve accounts of acquired businesses less reserve accounts of divested businesses and foreign currency translation adjustments.

23

EXHIBIT INDEX

Number	Description	Page No.
3.1	ConAgra Foods' Certificate of Incorporation, as amended, incorporated herein by reference to Exhibit 3.1 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended August 27, 2000
3.2	ConAgra Foods' Bylaws, as amended, incorporated herein by reference to Exhibit 3.1 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended February 24, 2002
4.1	Rights Agreement dated as of July 12, 1996, Certificate of Adjustment dated October 1, 1997 and Amendment dated July 10, 1998 incorporated herein by reference to Exhibit 4.1 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 27, 2001
4.2	Form of documents establishing Series B Preferred Securities of ConAgra Capital, L.C., incorporated herein by reference to Exhibit 4.8 and Exhibit 4.14 of ConAgra Foods' registration on Form S-3 (033 56973)
10.1	Form of Employment Agreement between ConAgra Foods and its executives	26
10.2	ConAgra Foods' Employee Flexible Bonus Payment Plan	34
10.3	ConAgra Foods Non-Qualified CRISP Plan, incorporated herein by reference to Exhibit 10.6 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 30, 1999
10.4	ConAgra Foods Non-Qualified Pension Plan, and First Amendment thereto, incorporated herein by reference to Exhibit 10.7 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 30, 1999
10.5	ConAgra Foods Supplemental Pension and CRISP Plan for Change of Control, incorporated herein by reference to Exhibit 10.8 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 30, 1999
10.6	ConAgra Foods Incentives and Deferred Compensation Change of Control Plan, incorporated herein by reference to Exhibit 10.9 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 30, 1999
10.7	ConAgra Foods 1990 Stock Plan, and amendments thereto incorporated herein by reference to Exhibit 10.10 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 28, 2000
10.8	ConAgra Foods 1995 Stock Plan incorporated herein by reference to Exhibit 10.11 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 28, 2000
10.9	ConAgra Foods 2000 Stock Plan incorporated herein by reference to Exhibit 10.1 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended August 27, 2000
10.10	Amendment dated May 2, 2002 to ConAgra Foods Stock Plans and other Plans	35
10.11	ConAgra Foods Directors' Unfunded Deferred Compensation Plan incorporated herein by reference to Exhibit 10.10 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 27, 2001
10.12	ConAgra Foods Employee Equity Fund Trust Agreement, with Stock Purchase Agreement and Revolving Promissory Note executed in connection herewith	36
10.13	Employment Agreement and amendments thereto between ConAgra Foods and Bruce C. Rohde	57
10.14	ConAgra Foods Executive Incentive Plan incorporated herein by reference to Exhibit 10.21 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 30, 1999
12	Statement regarding computation of ratio of earnings to fixed charges	69
13	Pages 36 through 67 of ConAgra Foods, Inc.'s Annual Report to Stockholders for the fiscal year ended May 26, 2002	70
21	Subsidiaries of ConAgra Foods	102
23	Consent of Deloitte & Touche LLP	105
24	Powers of Attorney	106
99.1	Section 906 Certificates	115

        Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with respect to ConAgra Foods' long-term debt are not filed with this Form 10-K. ConAgra Foods will furnish a copy of any such long-term debt agreement to the Securities and Exchange Commission upon request.

        Except for those portions of ConAgra Foods, Inc.'s Annual Report to Stockholders for its fiscal year ended May 26, 2002 (such portions filed hereto as Exhibit 13) specifically incorporated by reference in the report on Form 10-

24

K, such annual report is furnished solely for the information of the Securities and Exchange Commission and is not to be deemed "filed" as part of this filing.

        Items 10.1 through 10.14 are management contracts or compensatory plans filed as exhibits pursuant to Item 14(c) of Form 10-K.

25

QuickLinks

PART I

ITEM 1. BUSINESS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

SIGNATURES
INDEPENDENT AUDITORS' REPORT

Schedule II

EXHIBIT INDEX

EX-10.1

                                                                    Exhibit 10.1

                                    AGREEMENT

     Agreement made this ____ day of ____________, ____, by and between ConAgra
Foods, Inc., a Delaware corporation, hereinafter referred to as "ConAgra", and
____________________, hereinafter referred to as "Employee".

     WHEREAS, the Board of Directors of ConAgra ("Board") has determined that
the interests of ConAgra stockholders will be best served by assuring that all
key corporate executives of ConAgra will adhere to the policy of the Board with
respect to any event by which another entity would acquire effective control of
ConAgra, including but not limited to a tender offer, and

     WHEREAS, the Board has also determined that it is in the best interests of
ConAgra stockholders to promote stability among key executives and employees.

     NOW, THEREFORE, it is agreed as follows:

     1.   DUTIES OF EMPLOYEE. Employee shall support the position of the Board
and the chief executive officer, and shall take any action requested by the
Board or the chief executive officer with respect to any "Change of Control" (as
defined at Section 7 below) of ConAgra. If the Employee violates the provisions
of this Section, he shall forfeit any payments due to him under the terms of
this Agreement.

     2.   EMPLOYMENT CONTRACT. If a Change of Control of ConAgra occurs, and if
at the initiation of the Change of Control attempt Employee is then employed by
ConAgra, ConAgra hereby agrees to continue the employment of Employee for a
period of three years from the date the Change of Control effectively occurs.
During said three year period, Employee shall receive annual base and incentive
compensation in an amount not less than that specified in Section 3(a) below.

     If Employee is Involuntarily Terminated (as defined at Section 7 below), at
any time during the three year period, ConAgra shall pay to Employee an amount
equal to that which Employee would have received pursuant to Section 3(a) below
for the remainder of the three year period, and shall also make the payments
specified in Sections 3(b) and 3(c) and, if applicable, any additional payments
specified in Section 5 below. In addition, in the event of Involuntary
Termination at any time, Employee shall receive payment of the base and
incentive compensation described in Section 3(a) for one year. Any such
termination payment of base and incentive compensation shall be made to Employee
in a lump sum within thirty (30) days after termination.

     If Employee voluntarily terminates his employment at any time during the
three year period, the Acquiror (as defined below), ConAgra, and their
subsidiaries will not be obligated to pay the Employee any amount that might be
due for the remainder of the three year period, or for any termination pay;
however, they shall make any additional payments specified in Sections 3(b),
3(c) and 5 (if applicable) below.

                                       26


                                                        Exhibit 10.1 (continued)

     3.   DESCRIPTION OF PAYMENTS. The payments to be made to Employee are:

                (a)   ANNUAL BASE AND INCENTIVE COMPENSATION. Employee shall
                receive for the three year period described in Section 2 above
                an annual amount equal to his current annual rate of
                compensation, which current annual compensation shall be
                computed as follows: twenty-six times the Employee's highest
                bi-weekly salary payment received during the one year period
                ending immediately prior to the Change of Control of ConAgra. In
                addition, Employee shall receive (i) an amount for short term
                incentive equal to the larger of (I) the short term incentive
                target, if any, most recently approved by the Human Resources
                Committee of the Board ("Committee"), and (II) the highest of
                the three actual short term incentive awards (including deferred
                amounts) made to Employee for the three fiscal years immediately
                preceding such Change of Control, plus (ii) an amount for the
                Long Term Senior Management Incentive Plan Award equal to the
                highest per unit award made during the three fiscal years
                immediately preceding such Change of Control multiplied by the
                number of units of participation approved by the Committee for
                the current fiscal year.

                (b)   RETIREMENT BENEFITS. Employee shall receive an amount
                equal to that which he would have received as retirement
                benefits under the provisions of the ConAgra Pension Plan for
                Salaried Employees ("Qualified Pension Plan") and the ConAgra
                Retirement Income Savings Plan ("CRISP") in effect immediately
                prior to the Change of Control of ConAgra, had Employee
                continued his employment until age 65 at the current annual rate
                of base and short term incentive compensation as determined
                above and assuming no limitations under Sections 401(a)(17) and
                415 of the Internal Revenue Code of 1986, as amended ("Code").

                      (i)   The supplemental pension benefit hereunder shall be
                            equal to the result of subtracting (x) the benefit
                            the Employee will receive under the Qualified
                            Pension Plan from (y) the pension benefit the
                            Employee would obtain under the Qualified Pension
                            Plan if the Employee remained in the employ of
                            ConAgra until the Employee attained age 65. The
                            supplemental pension benefit is to be computed
                            assuming the Employee is to receive an unreduced
                            normal retirement pension benefit payable beginning
                            at the later of the date the Employee attains age 60
                            or the date of the Employee's termination of
                            employment. If the Employee begins to receive his
                            supplemental pension benefit at a time other than as
                            described in the preceding sentence, an actuarial
                            adjustment shall be made to reflect such event. The
                            supplemental pension benefit shall be reduced by the
                            amount of benefit received from the ConAgra
                            Nonqualified Pension Plan (or any successor plan)
                            which relates to periods following the Employee's
                            termination of employment.

                      (ii)  The supplemental CRISP benefit shall be equal to the
                            amount computed, as follows:

                            A.     The additional years of service that the
                                   Employee would receive if his or her
                                   employment was not terminated prior to
                                   attaining age 65 is multiplied by the
                                   Employee's current annual base and short term
                                   incentive compensation (as described in
                                   Section 3(a)).

                            B.     The result in A, immediately above, is
                                   multiplied by 3%.

                            C.     The result in B, immediately above, is
                                   present valued to the date of the Employee's
                                   termination of employment. The discount
                                   factor for such present value shall be the
                                   discount factor used by the Qualified Pension
                                   Plan at the time of such termination of
                                   employment. The present value shall be
                                   computed based on the assumption that the
                                   result in B,

                                       27


                                                        Exhibit 10.1 (continued)

                                   immediately above, is paid ratably (and
                                   monthly) over the additional years of service
                                   of the Employee.

                            D.     The present value amount determined pursuant
                                   to C, immediately above, shall be funded
                                   pursuant to Subsection (iv) of this Section
                                   3(b).

                      (iii) For purposes of computing the amounts described in
                            Sections 3(b)(i)(y) and 3(b)(ii)A, the following
                            shall apply:

                            A.     The total amount of current annual base pay
                                   and short term incentive pay (as described in
                                   Section 3(a)) shall be used without any
                                   reduction for the limitation imposed upon
                                   compensation by Code Section 401(a)(17) (or
                                   any successor section thereto).

                            B.     The limitations imposed by Code Section 415
                                   shall not apply.

                            C.     If, at the time of termination, the Employee
                                   is not eligible to participate in the
                                   Qualified Pension Plan, the amount computed
                                   under Section 3(b)(1) shall be based solely
                                   on the years after termination of employment.

                            D.     If, at the time of termination, the Employee
                                   is not eligible to participate in the
                                   Qualified Plan, but does participate in a
                                   defined benefit plan of ConAgra, its
                                   successor, or one of their affiliates ("Other
                                   Defined Benefit Plan"), the Employee shall
                                   receive an additional supplemental benefit
                                   equal to the result of subtracting (x) the
                                   benefit the Employee will receive from the
                                   Other Defined Benefit Plan from (y) the
                                   benefit the Employee would receive from the
                                   Other Defined Benefit Plan assuming the
                                   Employee is to receive an unreduced normal
                                   retirement pension benefit payable beginning
                                   at the later of the date the Employee attains
                                   age 60 or the date of the Employee's
                                   termination and assuming the Employee's pay,
                                   for purposes of calculating the Employee's
                                   Other Defined Benefit Plan benefit, is, and
                                   always has been, equal to the Employee's
                                   current annual base pay and short term
                                   incentive (as described in Section 3(a)).

                      (iv)  The actuarial assumptions and methods used by this
                            Section 3(b) shall be the same as those used by the
                            Qualified Pension Plan. The timing of payment and
                            the form of the supplemental pension benefit under
                            this Section 3(b) shall be the same as elected by
                            the Employee under the Qualified Pension Plan and
                            the timing of payment and the form of the
                            supplemental CRISP benefit shall be the same as
                            elected by the Employee under CRISP. If the Employee
                            does not participate in the Qualified Pension Plan
                            and/or CRISP, the Employee shall elect (from the
                            respective options under the Qualified Pension Plan
                            and CRISP) the timing and form of the supplemental
                            pension and CRISP benefits;

                      (v)   The supplemental pension and CRISP benefits payable
                            under this Section 3(b) shall be unfunded until a
                            Voluntary Termination or Involuntary Termination
                            following a Change of Control. Within 60 days
                            following such a termination, the supplemental
                            pension and CRISP benefits shall be funded, in one
                            lump sum payment, through a trust in the form
                            attached to the ConAgra Supplemental Pension and
                            CRISP Plan for Change of Control and which trust is
                            incorporated by reference. The transferred amount
                            for the supplemental CRISP benefit shall be held in
                            a separate account and separately invested by the
                            trustee. The amount accumulated in such account
                            shall be the sole source of payment of the

                                       28


                                                        Exhibit 10.1 (continued)

                            supplemental CRISP benefit, and shall be the amount
                            of the supplemental CRISP benefit hereunder. The
                            Acquiror, ConAgra and their subsidiaries shall make
                            up any supplemental pension benefit payments the
                            Employee does not receive under the trust, e.g., if
                            the funds in the trust are insufficient to make the
                            payments due to insufficient earnings in the trust.
                            The trustee of such trust shall be a national or
                            state chartered bank. If funding of the trust is not
                            made within the sixty day period described in this
                            Subsection (iv) of this Section 3(b), the Employee's
                            supplemental pension and CRISP benefits shall then
                            be equal to the product of 150% multiplied by the
                            amount of supplemental pension and CRISP benefits
                            described in this Section 3(b) above; provided,
                            however, this increase in benefits is not intended
                            to remove or detract from the obligation to fund the
                            trust. The supplemental pension and CRISP benefits
                            shall not be paid from the assets of the Qualified
                            Pension Plan or CRISP.

                (c)   ADDITIONAL PAYMENT. If a Change of Control of ConAgra
                occurs, Employee shall receive an amount equal to the excess, if
                any, of the highest per share price offered (valued in U.S.
                currency) by the successful Acquiror for ConAgra common stock
                (which stock will then be treated for purposes of this Agreement
                as converted into equivalent shares of such Acquiror's or the
                surviving company's capital stock as of the date of the Change
                of Control of ConAgra) over the closing per share price of such
                Acquiror's or the surviving company's ("Acquiror") stock quoted
                on an established securities market (or if applicable, the
                closing bid price for the Acquiror's stock that is quoted on a
                secondary market or substantial equivalent thereof) on the date
                of termination (or if the date of termination is not a business
                day, on the next preceding business day), multiplied by the
                highest number of shares of the Acquiror's capital stock owned
                by the Employee at any time during the period beginning on the
                date of the Change of Control of ConAgra and ending on the date
                of termination. For purposes of this Section 3(c), the
                additional amount due hereunder shall be computed as if Employee
                owned all of the Acquiror's stock with respect to which Employee
                has an option to purchase in connection with his employment with
                the Acquiror, ConAgra or any of their subsidiaries. Said amount
                shall be paid to Employee within ten days after termination. In
                addition, if Employee sells any of the Acquiror's stock within
                one year following said termination, Employee shall receive the
                amount by which the closing price of such stock per share on the
                date of termination (determined as aforesaid) exceeds the per
                share actual net sales price of the Acquiror's stock on the date
                of sale realized by Employee, multiplied by the number of shares
                sold by Employee. Said amount shall be paid in immediately
                available funds to Employee within ten days after the sale. In
                addition, to the extent any of ConAgra's common stock remains
                outstanding after a Change of Control, then Employee shall
                receive additional amounts computed and payable in a manner
                similar to that provided in this Section 3(c) for Acquiror's
                stock owned, or subject to an option held, by Employee. These
                provisions shall be appropriately modified or adjusted to take
                into account the fact that the computations pursuant to the
                preceding sentence are with respect to ConAgra common stock and
                related options rather than the Acquiror's capital stock and
                options related thereto. The computations and payments under
                this Section 3(c) shall include appropriate adjustments for any
                stock splits, stock dividends, recapitalizations or similar
                share restructurings that may occur from time to time.

                4.    MERGER. ConAgra shall not merge, reorganize, consolidate
                or sell all or substantially all of its assets, to or with any
                other corporation until such corporation and its subsidiaries,
                if any, expressly assume the duties of ConAgra set forth herein.

                5.    CERTAIN ADDITIONAL PAYMENTS BY CONAGRA.

                      (a)   Anything in this Agreement to the contrary
                      notwithstanding, in the event it shall be determined that
                      any payment or distribution by ConAgra to or for the
                      benefit of the Employee, whether paid or payable or
                      distributed or distributable pursuant to the terms of this
                      Agreement or otherwise (a "Payment"), would be subject to
                      the excise tax imposed by

                                       29


                                                        Exhibit 10.1 (continued)

                      Section 4999 of the Code or any interest or penalties with
                      respect to such excise tax (such excise tax, together with
                      any such interest and penalties, are hereinafter
                      collectively referred to as the "Excise Tax"), then the
                      Employee shall be entitled to receive an additional
                      payment (a "Gross-Up Payment") in any amount such that
                      after payment by the Employee of all taxes (including any
                      interest or penalties imposed with respect to such taxes),
                      including any Excise Tax, imposed upon the Gross-Up
                      Payment, the Employee retains an amount of the Gross-Up
                      Payment equal to the Excise Tax imposed upon the Payments.

                      (b)   Subject to the provisions of Subsection (c) below,
                      all determinations required to be made under this Section,
                      including whether a Gross-Up Payment is required and the
                      amount of such Gross-Up Payment, shall be made by the
                      certified public accounting firm then representing ConAgra
                      (the "Accounting Firm") which shall provide detailed
                      supporting calculations both to ConAgra and the Employee
                      within 15 business days of the date of termination, if
                      applicable, or such earlier time as is requested by
                      ConAgra or Employee. If the Accounting Firm determines
                      that no Excise Tax is payable by the Employee, it shall
                      furnish the Employee with an opinion that he has
                      substantial authority not to report any Excise Tax on his
                      federal income tax return. Any determination by the
                      Accounting Firm shall be binding upon ConAgra and the
                      Employee. As a result of the uncertainty in the
                      application of Section 4999 of the Code at the time of the
                      initial determination by the Accounting Firm hereunder, it
                      is possible that Gross-Up Payments which will not have
                      been made by ConAgra should have been made
                      ("Underpayment"), consistent with the calculations
                      required to be made hereunder. In the event that ConAgra
                      exhausts its remedies pursuant to Subsection (c) below and
                      the Employee thereafter is required to make a payment of
                      any Excise Tax, the Accounting Firm shall determine the
                      amount of the Underpayment that has occurred and any such
                      Underpayment shall be promptly paid by ConAgra to or for
                      the benefit of the Employee.

                      (c)   The Employee shall notify ConAgra in writing of any
                      claim by the Internal Revenue Service that, if successful,
                      would require the payment by ConAgra of the Gross-Up
                      Payment. Such notification shall be given as soon as
                      practicable but no later than ten (10) business days after
                      the Employee knows of such claim and shall apprise ConAgra
                      of the nature of such claim and the date on which such
                      claim is requested to be paid. The Employee shall not pay
                      such claim prior to the expiration of the thirty-day (30
                      day) period following the date on which it gives such
                      notice to ConAgra (or such shorter period ending on the
                      date that any payment of taxes with respect to such claim
                      is due). If ConAgra notifies the Employee in writing prior
                      to the expiration of such period that it desires to
                      contest such claim, the Employee shall:

                            (i)    give ConAgra any information reasonably
                                   requested by ConAgra relating to such claim,

                            (ii)   take such action in connection with
                                   contesting such claim as ConAgra shall
                                   reasonably request in writing from time to
                                   time, including, without limitation,
                                   accepting legal representation with respect
                                   to such claim by an attorney reasonably
                                   selected by ConAgra,

                            (iii)  cooperate with ConAgra in good faith in order
                                   to effectively contest such claim,

                            (iv)   permit ConAgra to participate in any
                                   proceedings relating to such claim; provided,
                                   however, that ConAgra shall bear and pay
                                   directly all costs and expenses (including
                                   additional interest and penalties) incurred
                                   in connection with such contest and shall
                                   indemnify and hold the Employee

                                       30


                                                        Exhibit 10.1 (continued)

                                   harmless, on an after-tax basis, for any
                                   Excise Tax or income tax, including interest
                                   and penalties with respect thereto, imposed
                                   as a result of such representation and
                                   payment of costs and expenses. Without
                                   limitation on the foregoing provisions of
                                   this Subsection (c), ConAgra shall control
                                   all proceedings taken in connection with such
                                   contest and, at its sole option, may pursue
                                   or forego any and all administrative appeals,
                                   proceedings, hearings and conferences with
                                   the taxing authority in respect of such claim
                                   and may, at its sole option, either direct
                                   the Employee to pay the tax claimed and sue
                                   for a refund or contest the claim in any
                                   permissible manner, and the Employee agrees
                                   to prosecute such contest to a determination
                                   before any administrative tribunal, in a
                                   court of initial jurisdiction and in one or
                                   more appellate courts, as ConAgra shall
                                   determine; provided, however, that if ConAgra
                                   directs the Employee to pay such claim and
                                   sue for a refund, ConAgra shall advance the
                                   amount of such payment to the Employee, on an
                                   interest-free basis and shall indemnify and
                                   hold the Employee harmless, on an after-tax
                                   basis, from any Excise Tax or income tax,
                                   including interest or penalties with respect
                                   thereto, imposed with respect to such advance
                                   or with respect to any imputed income with
                                   respect to such advance; and further provided
                                   that any extension of the statute of
                                   limitations relating to payment of taxes for
                                   the taxable year of the Employee with respect
                                   to which such contested amount is claimed to
                                   be due is limited solely to such contested
                                   amount. Furthermore, ConAgra's control of the
                                   contest shall be limited to issues with
                                   respect to which a Gross-Up Payment would be
                                   payable hereunder and the Employee shall be
                                   entitled to settle or contest, as the case
                                   may be, any other issue raised by the
                                   Internal Revenue Service or any other taxing
                                   authority.

                (d)   If, after the receipt by the Employee of an amount
                advanced by ConAgra pursuant to Subsection (c) above, the
                Employee becomes entitled to receive any refund with respect to
                such claim, the Employee shall (subject to ConAgra's complying
                with the requirements of Subsection (c)) promptly pay to ConAgra
                the amount of such refund (together with any interest paid or
                credited thereon after taxes applicable thereto). If, after the
                receipt by the Employee of an amount advanced by ConAgra
                pursuant to Subsection (c), a determination is made that the
                Employee shall not be entitled to any refund with respect to
                such claim and ConAgra does not notify the Employee in writing
                of its intent to contest such denial of refund prior to the
                expiration of thirty days after such determination, then such
                advance shall be forgiven and shall not be required to be repaid
                and the amount of such advance shall offset, to the extent
                thereof, the amount of Gross-Up Payment required to be paid.

          6.    TERM AND BINDING EFFECT. This Agreement shall bind ConAgra and
          Employee as long as Employee remains in the employ of ConAgra;
          provided, however, ConAgra may terminate this Agreement at any time by
          giving notice to Employee; and provided further, however, that ConAgra
          may not terminate this Agreement at any time subsequent to the
          announcement of an event that could result in a Change of Control of
          ConAgra. This Agreement shall be binding upon the parties hereto,
          their heirs, executors, administrators and successors.

          7.    CERTAIN DEFINITIONS. The following definitions shall apply for
          the purposes of this Agreement:

                (a)   CHANGE OF CONTROL OF CONAGRA. The term "Change of Control"
                shall mean:

                                       31


                                                        Exhibit 10.1 (continued)

                      (i)   The acquisition (other than from ConAgra) by any
                            person, entity or "group", within the meaning of
                            Section 13(d)(3) or 14(d)(2) of the Securities
                            Exchange Act of 1934 (the "Exchange Act"),
                            (excluding, for this purpose, ConAgra or its
                            subsidiaries, or any employee benefit plan of
                            ConAgra or its subsidiaries, which acquires
                            beneficial ownership of voting securities of
                            ConAgra) of beneficial ownership (within the meaning
                            of Rule 13d-3 promulgated under the Exchange Act) of
                            30% or more of either the then outstanding shares of
                            common stock or the combined voting power of
                            ConAgra's then outstanding voting securities
                            entitled to vote generally in the election of
                            directors; or

                      (ii)  Individuals who, as of the date hereof, constitute
                            the Board (as of the date hereof the "Incumbent
                            Board") cease for any reason to constitute at least
                            a majority of the Board, provided that any person
                            becoming a director subsequent to the date hereof
                            whose election, or nomination for election by
                            ConAgra's shareholders, was approved by a vote of at
                            least a majority of the directors then comprising
                            the Incumbent Board shall be, for purposes of this
                            Agreement, considered as though such person were a
                            member of the Incumbent Board; or

                      (iii) Consummation of a reorganization, merger,
                            consolidation, in each case, with respect to which
                            persons who were the shareholders of ConAgra
                            immediately prior to such reorganization, merger or
                            consolidation do not, immediately thereafter, own
                            more than 50% of the combined voting power entitled
                            to vote generally in the election of directors of
                            the reorganized, merged or consolidated company's
                            then outstanding voting securities, or a liquidation
                            or dissolution of ConAgra or of the sale of all or
                            substantially all of its assets.

                (b)   INVOLUNTARY TERMINATION. The term "Involuntary
                Termination" or any variation thereof shall mean either (i) the
                actual involuntary termination of Employee's employment with the
                Acquiror, ConAgra and their subsidiaries after a Change of
                Control (with or without cause) or (ii) the constructive
                involuntary termination of the Employee's employment with the
                Acquiror, ConAgra and their subsidiaries after a Change of
                Control. The term "constructive involuntary termination" shall
                include (w) a reduction in the Employee's compensation
                (including applicable fringe benefits); (x) a substantial change
                in the location of the Employee's job without the Employee's
                written consent; (y) the Employee's demotion or diminution in
                the Employee's position, authority, duties or responsibilities
                without the Employee's written consent; or (z) the sale or
                disposition of the stock of Employee's immediate employer, which
                was a subsidiary of the Acquiror, ConAgra, or their other
                subsidiaries immediately prior to such sale or disposition,
                provided Employee is not employed after such sale or disposition
                by the Acquiror, ConAgra, or any of their subsidiaries that are
                retained after such sale or disposition. "Substantial change in
                location" means any location change in excess of 35 miles from
                the location of the Employee's job with ConAgra or its
                subsidiaries at the time of the Change of Control of ConAgra.

          8.    COSTS. All costs of litigation necessary for the Employee to
                defend the validity of this contract are to be paid by ConAgra
                or its successors or assigns.

          9.    PRIOR AGREEMENTS. This Agreement supersedes, restates and
                replaces any and all prior agreements to which both ConAgra and
                the Employee are parties with respect to the Change of Control
                of ConAgra.

                                       32


                                                        Exhibit 10.1 (continued)

     IN WITNESS WHEREOF, the parties have executed this Agreement.


EMPLOYEE:                                         CONAGRA FOODS, INC.

- ------------------------------                    ------------------------------
                                                  Chairman and
                                                  Chief Executive Officer

                                       33

EX-10.2

                                                                    Exhibit 10.2

                  CONAGRA EMPLOYEE FLEXIBLE BONUS PAYMENT PLAN

     1. ADOPTION AND PURPOSE. ConAgra, Inc. ("ConAgra") hereby adopts the
ConAgra Employee Flexible Bonus Payment Plan ("Plan") to issue stock bonuses to
employees of ConAgra and its affiliates. The general purpose of the Plan is to
promote the interests of ConAgra and its stockholders in attracting, maintaining
and developing employees capable of assuring the future success of ConAgra and
by providing to employees of ConAgra and its affiliates additional incentives to
continue and increase their efforts with respect to, and to remain in the employ
of, ConAgra or its affiliates.

     2. STOCK BONUSES. Each year, the Compensation Committee of the Board of
Directors of ConAgra ("Committee") may issue bonuses of ConAgra Common Stock
("Stock") to any employee of ConAgra or its affiliates in lieu of 50% of any
cash bonus that may be payable to such employee under any compensation
arrangement such employee has with ConAgra. The stock bonus shall be subject to
any restrictions or conditions the Committee may impose in its absolute
discretion. The maximum number of shares of Stock that may be issued hereunder
for any particular fiscal year is 200,000.

     3. ADMINISTRATION. The Plan shall be administered by the Committee. The
Committee is authorized to interpret the Plan and may adopt such rules and
regulations for carrying out the Plan as it deems appropriate. Decisions of the
Committee shall be final, conclusive and binding upon all the parties including
ConAgra, the stockholders and the participants.

     4. STOCKHOLDER APPROVAL. On or before January 1, 1983, this Plan will be
presented for consideration and approval by ConAgra's stockholders.

     5. EFFECTIVE DATE; AMENDMENT AND TERMINATION. This Plan shall be effective
for bonuses which are granted to employees for ConAgra's fiscal year ending in
1983 and for each ConAgra fiscal year thereafter until terminated. ConAgra's
Board of Directors may amend or terminate the Plan at any time; provided,
however, subject to Paragraph 6, the number of shares under Paragraph 2 shall
not be increased and the class of employees eligible to participate hereunder
shall not be exchanged without approval of ConAgra's stockholders.

     6. CHANGES IN STOCK. In the event of a stock dividend, split-up,
reclassification, or other analogous change in the capitalization of ConAgra's
Stock, equitable adjustment shall be made in the maximum number of shares which
may be issued hereunder.

                                       34

EX-10.10

                                                                   Exhibit 10.10

                           AMENDMENT TO CONAGRA PLANS

     Section 12.5(c) of the ConAgra 2000 Stock Plan, Section 12.5(c) of the 1995
Stock Plan, Section 13.3(c) of the ConAgra 1990 Stock Plan, Section 2.2(iii) of
the ConAgra Incentives and Deferred Compensation Change of Control Plan,
Section 2.3(iii) of the ConAgra Supplemental Pension and CRISP Plan for Change
of Control and Section 2.2(iii) of the ConAgra Employee Equity Fund Trust
Agreement, are each revised to read as follows:

     Consummation of a reorganization, merger or consolidation, in each case, in
     which the Company is not the surviving entity and with respect to which
     persons who were the stockholders of the Company immediately prior to such
     reorganization, merger or consolidation do not, immediately thereafter, own
     more than 50% of the combined voting power entitled to vote generally in
     the election of directors of the reorganized, merged or consolidated
     company's then outstanding voting securities, or a liquidation or
     dissolution of the Company or of the sale of all or substantially all of
     the assets of the Company.

                                       35

EX-10.12

                                                                   Exhibit 10.12

                                  CONAGRA, INC.
                              EMPLOYEE EQUITY FUND
                                 TRUST AGREEMENT

     THIS AGREEMENT ("Agreement") dated the 6th day of August, 1992, by and
between ConAgra, Inc. ("ConAgra") and Chemical Bank ("Trustee").

RECITALS

     A.     ConAgra has adopted the plans and obligations (the "Plans") listed
            on Supplement One attached hereto, and which is incorporated herein
            by this reference.

     B.     ConAgra wants to establish a trust ("Trust") and to transfer to the
            Trust assets which shall be held by the Trust, subject to the claims
            of ConAgra's creditors in the event of ConAgra's insolvency, until
            distributed according to this Agreement.

     C.     ConAgra wants to provide assurance of the availability of the shares
            of its common stock necessary to satisfy certain of its obligations
            or those of its subsidiaries under the Plans.

     D.     ConAgra wants the assets held in the Trust Fund to be exclusively
            securities of ConAgra and, therefore, expressly waives any
            diversification of investments that might otherwise be necessary,
            appropriate, or required pursuant to applicable provisions of law.

     E.     The Trust assets shall be used to fund the obligations under the
            Plans.

     F.     ConAgra wants to establish the Trust to further the best interests
            of ConAgra by providing reasonable benefits to its employees and
            former employees in a cost efficient manner.

AGREEMENT

     NOW, THEREFORE, ConAgra and the Trustee hereby establish the Trust and
agree that the Trust shall be held and disposed of as follows:

                                    ARTICLE I

                                   TRUST FUND

     1.1    Establishment. Subject to the claims of its creditors as set forth
            in Article V, ConAgra hereby establishes with the Trustee a trust to
            consist of assets contributed, sold or transferred to the Trustee
            from time to time by ConAgra on behalf of the Plans, including any
            increments, proceeds, reinvestments and income and investment gains
            therefrom (the "Trust Fund"). This Trust shall be known as the
            ConAgra, Inc. Employee Equity Fund. ConAgra and the Trustee intend
            the Trust to be a separate legal entity.

     1.2    Trustee Acceptance. The Trustee hereby accepts this Trust and all of
            ConAgra's title and interest in the property transferred to the
            Trust and all other property coming into the possession of the
            Trustee pursuant to the terms of this Agreement, and the Trustee
            agrees to administer and distribute the Trust property and the
            income according to the terms and conditions herein.

     1.3    Grantor Trust. The Trust is intended to be a grantor trust, within
            the meaning of Section 671 of the Code and shall be construed
            accordingly. The Trust is intended not to be subject to the
            provisions of the Employee Retirement Income Security Act of 1974,
            as amended. Notwithstanding any other

                                       36


                                                       Exhibit 10.12 (Continued)

            provisions of this Agreement to the contrary, the Trust Fund shall
            at all times remain subject to the claims of ConAgra's general
            creditors.

     1.4    Separate Entity. The principal of the Trust Fund and any earnings
            thereon shall be held separate and apart from other funds of ConAgra
            and shall be used exclusively for the uses and purposes set forth in
            the Plans and this Trust. Neither a Trust beneficiary nor the Plans
            shall have any preferred claim on, or any beneficial ownership
            interest in, any assets of the Trust prior to the time such assets
            are distributed as provided in Article IV, and all rights created
            under the Plans and this Trust shall be merely unsecured contractual
            rights of the Plans and the beneficiaries of this Trust.

     1.5    Irrevocability. The Trust shall not be revocable by ConAgra. This
            Agreement may be amended at any time by a written instrument
            executed by ConAgra and the Trustee, but no amendment shall be
            effective to make the Trust revocable, to change the method of
            releasing shares under Section 4.2, or to change the method of
            allocation under Section 4.3.

                                   ARTICLE II

                                   DEFINITIONS

The following definitions shall apply to the Trust:

     2.1    "Board" means the Board of Directors of ConAgra.

     2.2    "Change of Control" means, unless the Board approves the transaction
            resulting in the Change of Control prior to completion of such
            transaction, (i) the acquisition (other than from ConAgra) by any
            person, entity or "group," within the meaning of Section 13(d)(3) or
            14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange
            Act"), (excluding, for this purpose, ConAgra or its subsidiaries, or
            any employee benefit plan of ConAgra or its subsidiaries which
            acquires beneficial ownership of voting securities of ConAgra) of
            beneficial ownership (within the meaning of Rule 13d-3 promulgated
            under the Exchange Act) of 30% or more of either the then
            outstanding shares of common stock or the combined voting power of
            ConAgra's then outstanding voting securities entitled to vote
            generally in the election of directors; or (ii) individuals who, as
            of the date hereof, constitute the Board (the "Incumbent Board")
            cease for any reason to constitute at least a majority of the Board,
            provided that any person becoming a director subsequent to the date
            hereof whose election, or nomination for election, by ConAgra's
            stockholders was approved by a vote of at least a majority of the
            directors then comprising the Incumbent Board shall be, for purposes
            of this Agreement, considered as though such person were a member of
            the Incumbent Board; or (iii) approval of the stockholders of
            ConAgra of a reorganization, merger or consolidation, in each case,
            with respect to which persons who are the stockholders of ConAgra
            immediately prior to such reorganization, merger or consolidation
            would not, immediately thereafter, own more than 50% of the combined
            voting power entitled to vote generally in the election of directors
            of the reorganized, merged or consolidated company's outstanding
            voting securities, or of a liquidation or dissolution of ConAgra or
            of the sale of all or substantially all of its assets.

     2.3    "Code" means the Internal Revenue Code of 1986, as amended.

     2.4    "ConAgra Stock" means shares of common stock, $5.00 par value,
            issued by ConAgra or any successor securities.

     2.5    "Compensation Committee" means the Compensation Committee of the
            Board.

     2.6    "DC Plan" means the defined contribution plans of ConAgra or its
            subsidiaries which are intended to qualify under Section 401(a) of
            the Code.

                                       37


                                                       Exhibit 10.12 (Continued)

     2.7    "Employee Benefits Committee" means the ConAgra Employee Benefits
            Committee, which is appointed by the Board to administer certain
            ConAgra compensation, incentive and benefits plans.

     2.8    "401(k) Plans" means the Plans listed on Supplement One which are
            intended to be qualified under Section 401(k) of the Code.

     2.9    "Note" means the Revolving Promissory Note of the Trust to ConAgra,
            dated August 6, 1992, representing debt of the Trustee used to
            purchase ConAgra Stock, or such other notes used for such purposes.

     2.10   "Plan" or "Plans" means the Plans and benefit obligations listed on
            Supplement One. The Compensation Committee may add to and delete
            from Supplement One plans and other benefit obligations of ConAgra
            or its subsidiaries, if the Compensation Committee determines in
            good faith that such addition or deletion is in the best interests
            of a broad cross-section of the employees and/or former employees of
            ConAgra or its subsidiaries and, in the case of an addition, only if
            the Compensation Committee determines in good faith that the plan to
            be added will benefit a similar group of plan participants as a Plan
            which it replaces.

     2.11   "Trust Year" means each twelve month calendar year, except the first
            Trust Year which shall begin on the date first written above and end
            on December 31, 1992.

                                   ARTICLE III

                                FUNDING THE TRUST

     3.1    Contributions. Each Trust Year, ConAgra shall contribute in cash to
            the Trust Fund an amount which, when added to the earnings of the
            Trust Fund for that Trust Year, shall be sufficient to enable the
            Trust to make the interest and principal payments on the Note as
            they come due. To the extent ConAgra fails to make sufficient
            contributions to the Trust Fund pursuant to the preceding sentence,
            a corresponding principal amount of the Note shall be deemed
            forgiven. Such forgiveness shall be the sole and absolute remedy
            that the Trust shall have against ConAgra for any failure of ConAgra
            to make any contribution to the Trust. All contributions to the
            Trust shall be used to make principal and interest payments on the
            Note. The Trustee is not under any duty or obligation to require
            that ConAgra make any contributions to the Trust.

     3.2    Dividends. Dividends paid in cash on ConAgra Stock held by the Trust
            shall be used to repay principal and interest under the Note as such
            is due. The Trustee may hold such dividends and temporarily invest
            the dividends in accordance with Article VI to the extent the
            dividends are not, at the time, needed to pay interest and principal
            on the Note.

                                   ARTICLE IV

                     CONAGRA STOCK ACCOUNTS AND ALLOCATIONS

     4.1    Suspense Account. ConAgra Stock acquired by the Trust in
            consideration, in whole or in part, for the Note or for an increase
            in principal amount outstanding under the Note, or otherwise shall
            be held in a suspense account until released according to provisions
            of this Article IV. This account shall be called the Suspense
            Account and ConAgra Stock held by the Suspense Account shall be
            called Suspense Account Stock.

     4.2    Release of ConAgra Stock From Suspense Account. As soon as
            practicable after each Note amortization payment, or prepayment, if
            any, is made, a number of shares of ConAgra Stock held

                                       38


                                                       Exhibit 10.12 (Continued)

            in the Suspense Account shall be released from the Suspense Account
            ("Released Shares"). The total number of shares so released shall
            equal the number of shares of ConAgra Stock held in the Suspense
            Account immediately prior to the release multiplied by a fraction.
            The numerator of the fraction shall be the amount of principal paid
            by the Trust on the Note upon such Note amortization payment. The
            denominator of the fraction shall be the sum of the numerator plus
            all principal amounts payable on the Note for all future
            amortization payments. For purposes of this Section 4.2, any
            forgiveness of all or a portion of the Note shall be deemed a
            corresponding payment of principal and interest on the Note, in
            accordance with the terms of the Note. No fractional shares shall be
            released. If the preceding computation results in fractional shares,
            the actual number of shares released shall be computed by rounding
            down.

     4.3    Allocation of Released Shares. Released Shares shall be allocated to
            the Plans in the order the Plans are listed on Supplement One. The
            Released Shares shall be allocated at such times as the Trustee is
            directed by the Employee Benefits Committee in accordance with the
            terms of the respective Plans, but at least once every calendar
            year, subject to the condition that no shares will be allocated if
            no principal payments are made or forgiven on the Note during the
            applicable calendar year. The Employee Benefits Committee shall
            notify the Trustee of the amount of ConAgra Stock that must be
            transferred to each Plan. The amount of ConAgra Stock so designated
            by the Employee Benefits Committee shall be the entire amount which
            is then necessary to fund the appropriate benefits then payable
            under the specific Plan. The Employee Benefits Committee does not
            have the discretion to designate less than the entire amount of
            ConAgra Stock needed by a Plan at the time of the allocation of
            shares. However, less than the entire amount of ConAgra Stock needed
            by a Plan may be allocated to the Plan at the time of the allocation
            of shares if the Released Shares are less than needed by the Plan.
            Released Shares allocated to the 401(k) Plans shall be transferred
            to the applicable 401(k) Plan Trustee. Released Shares allocated to
            Plans other than 401(k) Plans shall be transferred to the Plan
            Administrator for the Plan set forth on Supplement One. If Released
            Shares remain after the allocation described above, the remaining
            Released Shares shall be contributed by the Trustee to trusts
            established under other DC Plans or such other plans of ConAgra or
            its subsidiaries covering a broad cross section of individuals
            employed by ConAgra or its subsidiaries as directed by the
            Compensation Committee. At no time shall fractional shares be
            allocated. If an allocation results in fractional shares, the actual
            number of shares allocated shall be computed by rounding down.

     4.4    Rights Regarding ConAgra Stock.

               (a)  Voting Rights - The Trustee shall follow the directions of
                    the 401(k) Plans' participants with respect to the manner of
                    voting of ConAgra Stock held by the Trust on each matter
                    brought before an annual or special meeting of stockholders
                    of ConAgra or any action by written consent of such
                    stockholders in lieu of a meeting. In connection with any
                    such meeting of stockholders or action by written consent in
                    lieu of a meeting, the Trustee shall obtain from the
                    trustees of the 401(k) Plans ("401(k) Plan Trustees")
                    certification of the directions received by the 401(k) Plan
                    Trustees from the 401(k) Plans participants directing the
                    401(k) Plan Trustees whether and how to vote, or act by
                    written consent with respect to, the ConAgra Stock held by
                    the 401(k) Plans. Upon receipt by the Trustee of such
                    certification from the 401(k) Plan Trustees, the Trustee
                    shall, on each such matter, vote, or act by written consent
                    with respect to, the shares (including fractional shares) of
                    ConAgra Stock held by the Trust in the same proportion and
                    manner as the 401(k) Plans participants directed the 401(k)
                    Plan Trustees to do, and the Trustee shall have no
                    discretion in such matter.

               (b)  Tender Offer - If a tender or exchange offer is begun for
                    ConAgra Stock:

                    (i)  The Trustee shall obtain from the 401(k) Plan Trustees
                         certification of

                                       39


                                                       Exhibit 10.12 (Continued)

                         the directions received by the 401(k) Plan Trustees
                         from the 401(k) Plans participants directing the 401(k)
                         Plan Trustees whether to tender or exchange the ConAgra
                         Stock held by the 401(k) Plans.

                    (ii) Upon receipt by the Trustee of such certification from
                         the 401(k) Plan Trustees, the ConAgra Stock held by the
                         Trust shall be tendered or exchanged, or not tendered
                         or exchanged, by the Trustee in the aggregate in the
                         same proportion and manner as the 401(k) Plans
                         participants directed the 401(k) Plan Trustees with
                         respect to the ConAgra Stock held by the 401(k) Plans.

               (c)  Confidentiality - All actions taken by 401(k) Plans
                    participants pursuant to this Section 4.4 shall be held
                    confidential by the Trustee and the 401(k) Plan Trustees,
                    and shall not be divulged or released to any person,
                    including officers and employees of ConAgra and its
                    affiliates.

               (d)  Trustee Action - The Trustee shall not make any
                    recommendations regarding the manner of exercising any
                    rights under this Section 4.4, including whether or not any
                    rights should be exercised.

     4.5    Withholding. The Trustee shall withhold federal and state taxes, to
            the extent required, from any payments made in accordance with the
            provisions of the applicable law.

                                    ARTICLE V

                                CONAGRA INSOLVENT

     5.1    Insolvent Defined. ConAgra shall be considered "Insolvent" for
            purposes of this Trust Agreement if (i) ConAgra is unable to pay its
            debts as they mature, or (ii) ConAgra is subject to a pending
            proceeding as a debtor under the provisions of Title 11 of the
            United States Code (Bankruptcy Code).

     5.2    Effect of Insolvency. At all times during the continuance of this
            Trust, the principal and income of the Trust shall be subject to
            claims of general creditors of ConAgra. At any time the Trustee has
            actual knowledge, or has determined, that ConAgra is Insolvent, the
            Trustee shall deliver any undistributed principal and income in the
            Trust to satisfy such claims as a court of competent jurisdiction
            shall direct. The Board and the chief executive officer of ConAgra
            shall inform the Trustee of ConAgra's Insolvency. If ConAgra or a
            person claiming to be a creditor of ConAgra alleges in writing to
            the Trustee that ConAgra has become Insolvent, the Trustee shall
            independently determine, within thirty days after receipt of such
            notice, whether ConAgra is Insolvent and, pending such
            determination, the Trustee shall discontinue any and all
            distributions hereunder to the Plans, shall hold the Trust assets
            for the benefit of ConAgra's general creditors, and shall resume
            such distributions only after the Trustee has determined that
            ConAgra is not Insolvent (or is no longer Insolvent, if the Trustee
            initially determined ConAgra to be Insolvent). Unless the Trustee
            has actual knowledge of ConAgra's Insolvency, the Trustee shall have
            no duty to inquire whether ConAgra is Insolvent. The Trustee may in
            all events rely on such evidence concerning ConAgra's solvency as
            may be furnished to the Trustee which will give the Trustee a
            reasonable basis for making a determination concerning ConAgra's
            solvency. For purposes of this Trust Agreement, the Trustee shall be
            considered to possess any knowledge and information concerning
            ConAgra in the possession of Trustee's banking department or other
            department, that can reasonably be imputed to Trustee under normal
            bank procedures. Nothing in this Trust Agreement shall in any way
            diminish any rights of a Trust beneficiary to pursue his rights as a
            general creditor of ConAgra with respect to the payment of benefits.
            Such beneficiary shall be a

                                       40


                                                       Exhibit 10.12 (Continued)

            general, unsecured creditor of ConAgra with respect to any payments
            not made to the beneficiary because of this Article V.

     5.3    Resume Distributions. If the Trustee discontinues distributions to
            the Plans pursuant to this Article V and subsequently resumes such
            distributions, the first distribution following such discontinuance
            shall include the aggregate amount of all distributions to the Plans
            which would have been made (together with interest at the cost of
            funds of the Trustee on the amount delayed) during the period of
            such discontinuance, less the aggregate amount of the payments, if
            any, made to the Trust beneficiaries by ConAgra in lieu of the
            distributions provided for hereunder during any such period of
            discontinuance.

                                   ARTICLE VI

                                   INVESTMENTS

     6.1    Investments. The Trustee shall invest and reinvest the Trust Fund
            exclusively in ConAgra Stock, including any accretions thereto
            resulting from the proceeds of a tender offer, recapitalization or
            similar transaction which, if not realized in ConAgra Stock, shall
            be reduced to cash as soon as practicable; provided, however, that
            the Trustee may invest any portion of the Trust Fund temporarily,
            pending investment in ConAgra Stock, (i) in investments in United
            States government obligations with maturities of less than one year,
            (ii) interest bearing accounts including, but not limited to,
            certificates of deposit, time deposits, savings accounts and money
            market accounts, with maturities of less than one year, or (iii) a
            common, collective, or pooled trust fund maintained by any corporate
            Trustee hereunder whose investments are limited to those described
            in (i) and (ii) of this paragraph, in which event such part of the
            Trust Fund so transferred shall be subject to all the terms and
            provisions of the common, collective, or pooled trust fund which
            contemplate the commingling for investment purposes of such trust
            assets with trust assets of other trusts. Notwithstanding the
            preceding, if the Trustee receives cash or any asset other than
            ConAgra Stock in a tender offer to which Section 4.4(b) applies, the
            Trustee may invest such cash or assets in investments other than
            ConAgra Stock.

     6.2    Trustee's Duties. The Trustee shall have no duty to determine or
            review the merit or suitability of investing the Trust Fund in
            ConAgra Stock for the objectives of the Trust, and the Trustee shall
            have no liability for actions taken by it in conformity with
            Section 6.1.

                                   ARTICLE VII

                              ACCOUNTING BY TRUSTEE

     The Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions. All such accounts, books
and records shall be open to inspection and audit at all reasonable times by
ConAgra. Within sixty days following the close of each calendar year and within
sixty days after the removal or resignation of a Trustee, the Trustee shall
deliver to ConAgra a written account of its administration of the Trust during
such year or during the period from the close of the last preceding year to the
date of such removal or resignation, setting forth all investments, receipts,
disbursements and other transactions effected by it, including a description of
all securities and investments purchased and sold with the cost or net proceeds
of such purchases or sales, and showing all cash, securities and other property
held in the Trust at the end of such year or as of the date of such removal or
resignation, as the case may be.

                                       41


                                                       Exhibit 10.12 (Continued)

                                  ARTICLE VIII

                      RESPONSIBILITY AND POWERS OF TRUSTEE

     8.1    Duty of Trustee. The Trustee shall act with the care, skill,
            prudence and diligence under the circumstances then prevailing that
            a prudent man acting in a like capacity and familiar with such
            matters would use in the conduct of an enterprise of a like
            character and with like aims; provided, however, that the Trustee
            shall incur no liability for any action taken by the Trustee
            pursuant to a direction, request, or approval given by ConAgra, the
            Board, the Compensation Committee, or the Employee Benefits
            Committee, in accordance with the terms of this Agreement; and
            provided, further, that the Trustee may invest the Trust Fund only
            as provided in Article VI and the Trustee shall incur no liability
            by reason of lack of diversification and investment of the Trust
            Fund.

     8.2    Indemnification of Trustee. ConAgra hereby indemnifies the Trustee
            against, and agrees to hold the Trustee harmless from, all
            liabilities and claims (including reasonable attorneys' fees and
            expenses in defending against such liabilities and claims) against
            the Trustee as a result of any breach of fiduciary responsibility by
            a fiduciary other than the Trustee unless the Trustee participates
            knowingly in such breach, has actual knowledge of such breach and
            fails to take reasonable remedial action to remedy such breach or,
            through its negligence in performing its own specific fiduciary
            responsibilities, has enabled such other fiduciary to commit a
            breach of the latter's fiduciary responsibilities. ConAgra shall
            indemnify and hold harmless the Trustee for all claims against the
            Trustee for the Trustee's failure to diversify the investments of
            the Trust Fund.

     8.3    Management and Control of Trust Fund. Subject to the terms of this
            Agreement, the Trustee shall have exclusive authority, discretion
            and responsibility to manage and control the assets of the Trust
            Fund.

     8.4    Powers of the Trustee. Without in any way limiting the powers and
            discretions conferred upon it by the other provisions of this
            Agreement or by law, but subject to Article VI and any other
            provisions of this Agreement, the Trustee is expressly authorized
            and empowered:

            (a)  To sell, exchange, convey, transfer or otherwise dispose of any
                 property held by it by private contract or at public auction,
                 and no person dealing with the Trustee shall be bound to see to
                 the application of the purchase money or to inquire into the
                 validity, expediency or propriety of any such sale or other
                 disposition;

            (b)  To enter into contracts or to make commitments either alone or
                 in concert with others to sell at any future date any property
                 held in the Trust Fund or to purchase any property which it may
                 be authorized to acquire hereunder;

            (c)  Subject to Section 4.4, to vote upon any stocks, bonds or other
                 securities; to give general or special proxies or powers of
                 attorney with or without power of substitution; to exercise any
                 conversion privileges, subscription rights or other options and
                 to make any payments incidental thereto; to consent to or
                 otherwise participate in corporate reorganizations or other
                 changes affecting corporate securities and to delegate
                 discretionary powers and to pay any assessments or charges in
                 connection therewith; and generally to exercise any of the
                 powers of any owner with respect to stocks, bonds, securities,
                 or other property held in the Trust Fund;

            (d)  To make, execute, acknowledge and deliver any and all documents
                 of transfer and conveyance and any and all other instruments
                 that may be necessary or appropriate to carry out the powers
                 herein granted;

                                       42


                                                       Exhibit 10.12 (Continued)

            (e)  To register any investment held in the Trust Fund in its own
                 name or in the name of a nominee and to hold any investment in
                 bearer form, or to combine certificates representing such
                 investments with certificates of the same issue held by the
                 Trustee in other fiduciary capacities, or to deposit or to
                 arrange for the deposit of such securities in a qualified
                 central depositary even though, when so deposited, such
                 securities may be merged and held in bulk in the name of the
                 nominee of such depositary with other securities deposited
                 therein by any other person, or to deposit or to arrange for
                 the deposit of any securities issued by the United States
                 Government, or any agency or instrumentality thereof, with a
                 federal reserve bank, but the books and records of the Trustee
                 shall at all times show that all such investments are part of
                 the Trust Fund;

            (f)  To employ suitable agents, depositaries and counsel, domestic
                 or foreign, and to charge their reasonable expenses and
                 compensation to the Trust;

            (g)  To borrow money from any source as may be necessary or
                 advisable to effectuate the purpose of the Trust on such terms
                 and conditions as the Trustee, in its absolute discretion, may
                 deem advisable;

            (h)  To deposit any Trust Funds in interest-bearing accounts
                 maintained or savings certificates issued by the Trustee, in
                 its separate corporate capacity, or in any other banking
                 institution affiliated with the Trustee;

            (i)  To compromise or otherwise adjust all claims in favor of or
                 against the Trust;

            (j)  To maintain cash balances to meet anticipated distributions
                 from, or administrative expenses of, the Trust Fund without
                 incurring any obligation to pay interest thereon.

            (k)  To do all things that the Trustee reasonably deems necessary to
                 carry out the purposes of this Trust.

                                   ARTICLE IX

                             COMPENSATION OF TRUSTEE

     The Trustee shall be entitled to receive such reasonable compensation for
its services as shall be agreed upon in writing by ConAgra and the Trustee. Fees
not paid by ConAgra directly shall be deducted from the Trust.

                                    ARTICLE X

                               ACTION BY COMMITTEE

     Action with respect to this Trust by the Compensation Committee or the
Employee Benefits Committee shall be taken by approval of at least a majority of
the members of the respective committee and shall be communicated to the Trustee
by the respective committee's chairman, two of its members or its designee or
designees.

                                   ARTICLE XI

                             REPLACEMENT OF TRUSTEE

     The Trustee may, with 30 days advance written notice, be removed at any
time by ConAgra or may resign,

                                       43


                                                       Exhibit 10.12 (Continued)

in which case a new trustee shall be appointed by ConAgra. Any successor trustee
appointed by ConAgra must be an independent, institutional trustee.

                                   ARTICLE XII

                            AMENDMENT OR TERMINATION

     12.1   Amendment. This Agreement may be amended at any time and to any
            extent by a written instrument executed by the Trustee and ConAgra,
            except to make the Trust revocable, to change the method of
            releasing shares under Section 4.2, or to change the method of
            allocation under Section 4.3.

     12.2   Termination. The Trust shall terminate upon the earliest of (i)
            August 6, 2022, (ii) when the Trust holds no assets, (iii) when
            written notice of termination is given by ConAgra to the Trustee, or
            (iv) a Change of Control.

     12.3   Effect of Termination. Upon termination of the Trust, the Trustee
            shall sell a sufficient amount of ConAgra Stock and other non-cash
            assets of the Trust Fund to pay the remaining principal of the Note
            and any accrued but unpaid interest thereon. The Compensation
            Committee may in good faith direct the Trustee as to the timing and
            manner of such sale in order to comply with applicable law and to
            avoid, if possible, adverse effects on the publicly traded market
            price of ConAgra Stock, but subject in all events to the best
            interests of the beneficiaries of the Trust. The proceeds of the
            sale shall first be returned to ConAgra, or other holder of the
            Note, up to the amount of any principal and interest due on the
            Note. Subject to the terms of the Note, and, if applicable, unless
            and except to the extent that ConAgra is then prohibited from
            acquiring such shares of Common Stock by applicable law or by
            provisions of its Certificate of Incorporation or By-Laws or any
            other contract or instrument to which it is a party, the Trustee, in
            its discretion, may upon termination of the Trust satisfy the Note
            by transferring to ConAgra, or other holder of the Note, some or all
            of the ConAgra Stock held by the Trust, valued for such purpose at
            its cost to the Trust; provided, however, that the Trustee's option
            so to satisfy the Note upon such termination may only be exercised
            in the event that the current market price of ConAgra Stock is less
            than its cost to the Trust. Any funds or ConAgra Stock remaining in
            the Trust after such payment to ConAgra shall be distributed (i)
            first, to the Plans, in the order listed on Supplement One, in an
            amount sufficient to pay the total benefits payable under each such
            Plan for the current Plan Year, and (ii) second, to the participants
            in the various Plans, and/or any other benefit plan in which a broad
            cross section of employees of ConAgra and/or its subsidiaries
            participate, as the Compensation Committee determines in good faith,
            taking into account the best interest of the employees of ConAgra
            and/or its subsidiaries.

                                  ARTICLE XIII

                           SEVERABILITY AND ALIENATION

     13.1   Severability. Any provision of this Agreement prohibited by law
            shall be ineffective to the extent of any such prohibition without
            invalidating the remaining provisions hereof.

     13.2   Anti-Alienation. To the extent permitted by law, benefits to a Trust
            beneficiary under this Agreement may not be anticipated, assigned,
            alienated or subject to attachment, garnishment, levy, execution or
            other legal or equitable process and no benefit actually paid to a
            Trust beneficiary by the Trustee shall be subject to any claim for
            repayment by ConAgra or the Trustee. This anti-alienation and anti-
            assignment prohibition shall include prohibition of assignment and
            alienation for alimony and child support.

                                       44


                                                       Exhibit 10.12 (Continued)

                                   ARTICLE XIV

                                  GOVERNING LAW

     This Agreement shall be governed by and construed in accordance with the
laws of New York.

     IN WITNESS WHEREOF, ConAgra and the Trustee have executed this Agreement on
the dates set forth next to their respective names.

          CONAGRA, INC.

          BY: /s/ Stephen L. Key            8/6/92
             ------------------------------
             Name: Stephen L. Key            Date
             Title: Executive Vice President
                  and Chief Financial Officer


          CHEMICAL BANK, Trustee

          BY: /s/ Vincent S. Conlan        8/6/92
             -----------------------------
             Name: Vincent S. Conlan        Date
             Title: Vice President

                                       45


                                                       Exhibit 10.12 (Continued)

                                 SUPPLEMENT ONE
                       CONAGRA, INC. EMPLOYEE EQUITY FUND
                                APPLICABLE PLANS



Order of
Allocation   Plan Name                                        Plan Administrator
                                                        
    1.       ConAgra Retirement Income Savings Plan           Employee Benefits Committee
             and Trust

    2.       ConAgra Retirement Income Savings Plan           Employee Benefits Committee
             and Trust for Hourly Rate Production Employees

    3.       Hunt-Wesson Employee Savings Plan                Employee Benefits Committee

    4.       Beatrice Employee Savings Trust                  Employee Benefits Committee

    5.       Cheese Hourly Investment Plan                    Employee Benefits Committee

    6.       Beatrice Cheese, Inc. Employee Savings Plan      Employee Benefits Committee

    7.       Golden Valley Microwave Foods Retirement         Employee Benefits Committee
             Savings Plan

    8.       Monfort 401(k) Plan                              Employee Benefits Committee

    9.       401(k) Profit Sharing Plan and Trust Agreement   Employee Benefits Committee
             for E. A. Miller Inc., a Utah Corporation

    10.      Voluntary Investment and Profit Sharing Plan     Employee Benefits Committee
             for Regular Salaried Employees of Lamb-Weston,
             Inc.

    11.      The Arrow Industries, Inc. Profit Sharing        Employee Benefits Committee
             Plan

    12.      ConAgra Long Term Senior Management Incentive    Compensation Committee
             Plan

    13.      Employee Flexible Bonus Payment Plan             Compensation Committee

    14.      ConAgra Employee Stock Purchase Plan             Compensation Committee

    15.      ConAgra 1978 Stock Option Plan for Non-Senior    Compensation Committee
             Management

    16.      ConAgra 1982 Stock Option Plan                   Compensation Committee

    17.      ConAgra 1985 Stock Plan                          Compensation Committee

    18.      The ConAgra 1990 Stock Plan                      Compensation Committee



                                       46


                                                       Exhibit 10.12 (Continued)

                                                    
    19.      Golden Valley Incentive Stock Option Plan        Compensation Committee

    20.      Golden Valley Non-Statutory Stock Option Plan    Compensation Committee

    21.      Retiree Medical Benefit Plans and Obligations    Employee Benefits Committee
             for ConAgra and Subsidiary Employees

    

                            STOCK PURCHASE AGREEMENT


     STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of August 6, 1992,
between ConAgra, Inc., a Delaware corporation ("Seller") and Chemical Bank, a
national banking association, not in its individual or corporate capacity, but
solely in its capacity as trustee (the "Trustee") of the ConAgra, Inc. Employee
Equity Fund (hereinafter sometimes referred to as the "Trust" or the
"Purchaser") under a trust agreement between the Seller and the Trustee dated as
of August 6, 1992 (the "Trust Agreement").

     WHEREAS, as contemplated by the Trust Agreement, the Purchaser desires to
purchase, from time to time, from the Seller, and the Seller desires to sell to
the Purchaser, from time to time, shares of the Seller's Common Stock, $5.00 par
value (the "Common Shares") of a value of $700,000,000, all as more specifically
provided herein;

     NOW, THEREFORE, in consideration of the mutual covenants and undertakings
contained herein, and subject to and on the terms and conditions herein set
forth, the parties hereto agree as follows:


                                    ARTICLE I

                           PURCHASE AND SALE OF SHARES

     1.1    Purchase and Sale. Subject to the terms and conditions set forth
            herein, the Seller will issue and sell to the Purchaser, from time
            to time, and the Purchaser will purchase from the Seller, from time
            to time, up to $700,000,000 Common Shares pursuant to the procedures
            set forth in this Article I.

     1.2    New Issuance. Seller shall sell, and Purchaser shall purchase,
            Common Shares of a value of $350,000,000 which were previously
            authorized but unissued (the "New Shares"). The purchase price for
            the New Shares shall be an amount (not less $5.00 per share) equal
            to the average closing price of the Common Shares five trading days
            immediately preceding the "New Share Closing" (as defined in Section
            1.4(a)), all as reported in the Wall Street Journal. The Purchaser
            shall pay such purchase price by (i) paying to Seller at the New
            Share Closing $5.00 per share by wire transfer of immediately
            available funds, and (ii) delivering to Purchaser the Revolving
            Promissory Note in the form attached hereto as Exhibit 1 (the
            "Note").

     1.3    Repurchased Shares. The parties acknowledge that Seller purchases,
            from time to time, Common Shares on the open market. The Seller
            shall sell, and the Purchaser shall purchase, the lesser of
            13,000,000 Common Shares or Common Shares of a value of $350,000,000
            of such repurchased Common Shares (the "Repurchased Shares"). The
            Seller may defer the sale of Common Shares pursuant to this Section
            1.3 if the Seller reasonably determines that there is a sufficient
            legal and/or accounting reason for the Seller to defer the timing of
            such sale, but in no event shall the sale price to the Trustee be
            higher than the price the Seller paid to acquire the shares. Seller
            shall give notice (the "Sale Notice") to the Purchaser on the same
            date that Seller purchases the Common Shares on the open market (or
            within 24 hours thereafter). The Sale Notice shall set forth the
            number of such Common Shares to be sold to, and purchased by, the
            Purchaser and the purchase price to be paid

                                       47


                                                       Exhibit 10.12 (Continued)

            by Purchaser for such shares, which price (herein the "Repurchased
            Share Price") shall be the amount paid by Seller for such shares
            (excluding, however, all fees, commissions, transfer taxes and other
            similar costs incurred in connection with Seller's purchase of such
            shares). Such Repurchased Share Price shall be paid by increasing
            (as of such closing) the principal amount outstanding under the Note
            (as defined in Section 1.3) by an amount equal to the Repurchased
            Share Price.

     1.4    Closing.

            (a)  New Share Closing. The closing of the sale and purchase of the
                 New Shares (the "New Share Closing") will be held at the
                 offices of the Seller at 10:00 a.m., Omaha time, on August 13,
                 1992, or at such other time, date and place as may be mutually
                 agreed upon by the Seller and the Purchaser.

            (b)  Repurchased Shares Closing. The closing of the sale and
                 purchase of Repurchased Shares will be held at the offices of
                 the Seller at 10:00 a.m., Omaha time, on the first business day
                 following the date of each and every Sale Notice, or at such
                 other time, date and place as may be mutually agreed upon by
                 the Seller and the Purchaser.

     1.5    Delivery of Shares. At each closing (or as soon thereafter as
            practicable), the Seller will deliver to the Purchaser a certificate
            representing the Common Shares sold hereunder, which certificate
            shall be registered in the name of the Trustee, or the name of its
            nominee.

     1.6    Seller Records. Seller is hereby authorized to record the
            Repurchased Share Price owed by the Purchaser from time to time and
            all repayments of the principal of the Note on the schedule attached
            to the Note.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

     The Seller represents and warrants to the purchaser as follows:

     2.1    Corporate Existence and Authority. The Seller (a) is a corporation
            duly organized, validly existing and in good standing under the laws
            of the State of Delaware, (b) has all requisite corporate power to
            execute, deliver and perform this Agreement and (c) has taken all
            necessary corporate action to authorize the execution, delivery and
            performance of this Agreement.

     2.2    No Conflict. The execution and delivery of this Agreement does not,
            and the consummation of the transactions contemplated hereby will
            not, violate, conflict with or constitute a default under (a) the
            Seller's certificate of incorporation or bylaws, (b) any agreement,
            indenture or other instrument to which the Seller is a party or by
            which the Seller or its assets may be bound or (c) any law,
            regulation, order, arbitration, award, judgment or decree applicable
            to the Seller.

     2.3    Validity. This Agreement has been duly executed and delivered by the
            Seller and is a valid and binding agreement of the Seller
            enforceable against the Seller in accordance with its terms, except
            as the enforceability thereof may be limited by any applicable
            bankruptcy, insolvency, reorganization, moratorium, fraudulent
            conveyance or other laws affecting the enforcement of creditors'
            rights generally, and by general principles of equity.

                                       48


                                                       Exhibit 10.12 (Continued)

     2.4    The Common Shares. The Common Shares have been duly authorized and
            when issued as contemplated hereby will be validly issued,
            fully-paid and non-assessable shares of the Seller. No stockholder
            of the Seller has any preemptive or other subscription right to
            acquire any shares of Common Stock. The Seller will convey to the
            Purchaser, on the date of Closing, good and valid title to the
            Common Shares free and clear of any liens, claims, security
            interests and encumbrances.

     2.5    Litigation. There are no actions, suits, proceedings, arbitrations
            or investigations pending or, to the Seller's knowledge, threatened
            in any court or before any governmental agency or instrumentality or
            arbitration panel or otherwise against or by the Seller which seek
            to or could restrain, prohibit, rescind or declare unlawful, or
            result in substantial damages in respect of, this Agreement or the
            performance hereof by the Seller (including, without limitation, the
            delivery of the Common Shares).

     2.6    Business and Financial Information. Seller has heretofore delivered
            to the Purchaser copies of the audited consolidated balance sheets,
            statements of stockholders' equity, statements of income and
            statements of cash flows of Seller and its subsidiaries as of and
            for the fiscal years ending May 31, 1992, and May 26, 1991
            (including the related notes and schedules, the "Seller Financial
            Statements"). The Seller Financial Statements fairly present the
            consolidated results of operations, changes in stockholders' equity
            and cash flows for the periods set forth therein and the
            consolidated financial position as at the dates thereof of Seller
            and its subsidiaries, in accordance with generally accepted
            accounting principles consistently applied. Since May 26, 1991,
            Seller has filed with the Securities and Exchange Commission all
            forms, reports and documents required pursuant to the Securities Act
            of 1933, as amended (the "1933 Act"), and the Securities Exchange
            Act of 1934, as amended (the "1934 Act"), to be filed by it (the
            "Disclosure Documents"). At the time filed, all of the Disclosure
            Documents complied as to form in all material respects with all
            applicable requirements of such Acts. None of the Disclosure
            Documents, at the time filed, contained any untrue statement of a
            material fact or omitted to state a material fact required to be
            stated therein or necessary in order to make the statements therein,
            in light of the circumstances under which they were made, not
            misleading.

                                   ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The Purchaser hereby represents and warrants to the Seller as follows:

     3.1    Authority; Validity. The Purchaser has full power and authority
            under the Trust Agreement to execute and deliver this Agreement and
            the Note and to consummate the transactions contemplated hereby and
            thereby. This Agreement has been duly authorized, executed and
            delivered by the Trustee on behalf of the Trust and is a valid and
            binding agreement of the Purchaser enforceable in accordance with
            its terms, except as the enforceability thereof may be limited by
            any applicable bankruptcy, insolvency, reorganization, moratorium,
            fraudulent conveyance or other laws affecting the enforcement of
            creditors' rights generally, and by general principles of equity.
            The Note has been duly authorized by the Trustee on behalf of the
            Trust and, upon the execution and delivery by the Trustee on behalf
            of the Trust, the Note will be a valid and binding agreement of the
            Purchaser enforceable in accordance with its terms, except as the
            enforceability thereof may be limited by any applicable bankruptcy,
            insolvency, reorganization, moratorium, fraudulent conveyance or
            other laws affecting the enforcement of creditors' rights generally,
            and by general principles of equity.

     3.2    No Conflict. The execution and delivery of this Agreement do not,
            and the execution and delivery of the Note and the consummation of
            the transactions contemplated hereby and thereby will not, violate,
            conflict with or constitute a default under (a) the terms of the
            Trust, (b) any agreement, indenture or other instrument to which the
            Trust is a party or by which the Trust or its assets may

                                       49


                                                       Exhibit 10.12 (Continued)

            be bound or subject or (c) to its knowledge any law, regulation,
            order, arbitration award, judgment or decree applicable to the
            Trust.

                                   ARTICLE IV

                RESTRICTIONS ON DISPOSITION OF THE COMMON SHARES

     4.1    Restricted Securities. The Purchaser acknowledges that the Purchaser
            is acquiring the Common Shares pursuant to transactions exempt from
            registration under the 1933 Act. The Purchaser represents, warrants
            and agrees that all Common Shares acquired by the Purchaser pursuant
            to this Agreement are being acquired for investment without any
            intention of making a distribution thereof, or of making any sale or
            other disposition thereof which would be in violation of the 1933
            Act or any applicable state securities law, and that the Purchaser
            will not dispose of any of the Common Shares, except that the
            Trustee will, from time to time, convey a portion of the Common
            Shares to the Plan Administrators or trustees of the plans listed in
            Supplement One to the Trust Agreement to satisfy the obligations of
            the Company thereunder, and except upon termination of the Trust to
            the extent that the Trust then holds any Common Shares, all in
            compliance with all provisions of applicable federal and state law
            regulating the issuance, sale and distribution of securities.

     4.2    Legend. Until such time as the Common Shares are registered pursuant
            to the provisions of the 1933 Act, any certificate or certificates
            representing the Common Shares delivered pursuant to Article I will
            bear a legend in substantially the following form:

                 "The shares represented by this certificate have not been
                 registered under the Securities Act of 1933, as amended, and
                 may not be sold, transferred or otherwise disposed of unless
                 they have first been registered under such Act or unless an
                 exemption from registration is available."

            The Seller may place stop transfer orders against the registration
            of transfer of any share evidenced by such a certificate or
            certificates until such time as the requirements of the foregoing
            are satisfied.

     4.3    Registration; Listing. In the event that the Trust established
            pursuant to the Trust Agreement is terminated and the Trustee is
            obligated to dispose of the Common Shares, to the extent the Trustee
            deems reasonably necessary, the Seller shall cause the Common Shares
            to be listed on the New York Stock Exchange and shall, as promptly
            as practicable, after written request by the Trustee, register the
            Common Shares under the 1933 Act, prepare for filing at the Seller's
            expense a registration statement with the Securities and Exchange
            Commission sufficient to permit the public offering of such Common
            Shares in accordance with the terms of this Agreement, and the
            Seller will use its best efforts in all matters necessary to cause
            such registration statement to become effective as promptly as
            practicable and to remain effective for a reasonable period, all to
            the extent requisite to permit the sale or other disposition of such
            Common Shares. The Seller shall also use its best efforts to
            register or qualify the Common Shares so registered under the
            securities blue sky laws of such jurisdictions within the United
            States as the Trustee may reasonably request.

                                    ARTICLE V

                               COVENANTS OF SELLER

     The Seller agrees that:

                                       50


                                                       Exhibit 10.12 (Continued)

     5.1    Financial Statements, Reports and Documents. Subsequent to the first
            Closing, and for as long as the Common Shares are held by the Trust
            (unless the Trustee shall otherwise consent in writing), the Seller
            shall deliver to the Trustee each of the following:

            (a)  Annual Statements. As soon as available and in any event within
                 one hundred twenty (120) days after the close of each fiscal
                 year of the Seller, copies of the consolidated balance sheet of
                 the Seller and its subsidiaries as of the close of such fiscal
                 year and consolidated statements of income, statements of
                 stockholders' equity and statements of cash flow of the Seller
                 and its subsidiaries for such fiscal year, in each case setting
                 forth in comparative form the figures for the preceding fiscal
                 year, all in accordance with the generally accepted accounting
                 principles and accompanied by an opinion thereon of independent
                 public accountants of recognized national standing.

            (b)  SEC and Other Reports. Promptly upon their becoming available,
                 one copy of each financial statement, report, notice or proxy
                 statement sent by the Seller to stockholders generally and of
                 each regular or periodic report, registration statement or
                 prospectus (other than any registration statement on Form S-8
                 and its related prospectus) filed by the Seller with the
                 Securities and Exchange Commission or any successor agency.

            The Seller will comply with all federal, state, local and foreign
            laws, regulations or orders, and all the rules of any stock exchange
            or similar entity which are applicable to it or to the conduct of
            its business, and, without limiting the generality of the foregoing,
            shall make such filings, distributions and disclosures as are
            required by the 1933 Act, the 1934 Act or any of the regulations,
            rules or orders promulgated thereunder, insofar as the failure to
            comply would materially and adversely affect the Company and its
            subsidiaries taken as a whole.

                                   ARTICLE VI

                              CONDITIONS TO CLOSING

     6.1    Conditions to Obligations of the Purchaser. The obligation of the
            Purchaser to purchase the Common Shares is subject to the
            satisfaction of the following conditions on the date of each
            Closing:

            (a)  If the purchase relates to Repurchased Shares, the Purchaser
                 shall have received the Sale Notice described in Section 1.3;

            (b)  The representations and warranties of the Seller set forth in
                 Article II hereof shall be true and correct on such Closing
                 Date; and

            (c)  All permits, approvals, authorizations and consents of third
                 parties necessary for the consummation of the transactions
                 herein shall have been obtained, and no order of any court or
                 administrative agency shall be in effect which restrains or
                 prohibits the transactions contemplated by this Agreement.

     6.2    Conditions to Obligations of the Seller. The obligation of the
            Seller to issue, sell and deliver the Common Shares to the Purchaser
            is subject to the satisfaction of the following conditions on the
            date of Closing:

            (a)  If the purchase relates to the Repurchased Shares, the Seller
                 shall have delivered to Purchaser the Sale Notice;

            (b)  The representations and warranties of the Purchaser set forth
                 in Article III hereof shall be

                                       51


                                                       Exhibit 10.12 (Continued)

                 true and correct on such Closing Date; and

            (c)  No order of any court or administrative agency shall be in
                 effect which restrains or prohibits the transactions
                 contemplated by this Agreement.

                                   ARTICLE VII

                                  MISCELLANEOUS

     7.1    Expenses. The Seller shall pay all of its expenses, and it shall pay
            the Purchaser's expenses, in connection with the authorization,
            preparation, execution and performance of this Agreement, including
            without limitation the reasonable fees and expenses of the Trustee,
            its agents, representatives, counsel, financial advisors and
            consultants.

     7.2    Survival of Seller's Representations and Warranties. All
            representations and warranties made by the Seller to the Purchaser
            in this Agreement shall survive the Closing.

     7.3    Notices. All notices, requests, or other communications required or
            permitted to be delivered hereunder shall be in writing, delivered
            by registered or certified mail, return receipt requested, or by fax
            as follows:

            (a)  To the Seller:

                 ConAgra, Inc.
                 One ConAgra Drive
                 Omaha, NE 68102
                 Fax Number:(402) 595-4438

                 Attn: Corporate Secretary

            (b)  To the Purchaser:

                 Chemical Bank
                 450 West 33rd Street
                 New York, NY 10001-2697
                 Fax Number:(212) 613-7118

            Any party hereto may from time to time, by written notice given as
            aforesaid, designate any other address to which notices, requests or
            other communications addressed to it shall be sent.

     7.4    Specific Performance. The parties hereto acknowledge that damages
            would be an inadequate remedy for any breach of the provisions of
            this Agreement and agree that the obligations of the parties
            hereunder shall be specifically enforceable, and neither party will
            take any action to impede the other from seeking to enforce such
            rights of specific performance.

     7.5    Successors and Assigns; Integration; Assignment. This Agreement
            shall be binding upon, inure to the benefit of and be enforceable by
            the parties hereto and their respective legal representatives,
            successors and assigns. This Agreement (a) constitutes, together
            with the Note, the Trust Agreement and any other written agreements
            between the Purchaser and the Seller executed and delivered on the
            date hereof, the entire agreement between the parties hereto and
            supersedes all other prior agreements and understandings, both
            written and oral, among the parties, with respect to the subject
            matter hereof, (b) shall not confer upon any person other than the
            parties hereto any rights or remedies hereunder and (c) shall not be
            assignable by operation of law or otherwise,

                                       52


                                                       Exhibit 10.12 (Continued)

            except that the Trustee may assign all its rights hereunder to any
            corporation or other institution exercising trust powers in
            connection with any such institution assuming the duties of a
            trustee under the Trust.

     7.6    Governing Law. This Agreement shall be governed by and construed in
            accordance with the laws of the State of New York.

     7.7    Further Assurances. Subject to the terms and conditions herein
            provided, each of the parties hereto agrees to use all reasonable
            efforts to take, or cause to be taken, all action and to do, or
            cause to be done, all things necessary, proper or advisable to
            consummate and make effective the transactions contemplated by this
            Agreement.

     7.8    Amendment and Waiver. No amendment or waiver of any provision of
            this Agreement or consent to departure therefrom shall be effective
            unless in writing and signed by the Purchaser and the Seller.

     7.9    Counterparts. This Agreement may be executed in any number of
            counterparts with the same effect as if the signatures thereto were
            upon one instrument.

     7.10   Certain Limitations. The execution, delivery and performance by the
            Trustee of this Agreement have been, and will be, effected by the
            Trustee solely in its capacity as Trustee under the terms of the
            Trust and not in its individual or corporate capacity. Nothing in
            this Agreement shall be interpreted to increase, decrease or modify
            in any manner any liability of the Trustee to the Seller or to any
            trustee, representative or other claimant by right of the Seller
            resulting from the Trustee's performance of its duties under the
            constituent instruments of the Trust, and no personal or corporate
            liability shall be asserted or enforceable against the Trustee by
            reason of any of the covenants, statements or representations
            contained in this Agreement.

     7.11   Incorporation. The terms and conditions of the Trust Agreement
            relating to the nature of the responsibilities of the Trustee and
            the indemnification of the Trustee by the Seller are incorporated
            herein by reference and made applicable to this Agreement.

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement on the
date and year first above written.

                                      CONAGRA, INC.

                                      By:

                                      Name: Stephen L. Key
                                      Title: Executive Vice President
                                               and Chief Financial Officer
                                      CHEMICAL BANK, as Trustee
                                      By:
                                      Name:
                                      Title:

                                       53


                                                       Exhibit 10.12 (Continued)

                            REVOLVING PROMISSORY NOTE

Omaha, Nebraska   August 6, 1992

     FOR VALUE RECEIVED, the undersigned, Chemical Bank, a national banking
association, solely in its capacity as Trustee of the ConAgra, Inc. Employee
Equity Fund (the "Trust") hereby promises on behalf of the Trust to pay to the
order of ConAgra, Inc., a Delaware corporation (the "Company"), at the principal
offices of the Company, $350,000,000 less the cash payment made pursuant to
Section 1.2 of that certain Stock Purchase Agreement dated as of August 6, 1992
between the Trust and the Company (the "Purchase Agreement"), plus the aggregate
unpaid Repurchased Share Price outstanding from time to time pursuant to the
Purchase Agreement together with interest thereon at the rate and the dates
hereinafter set forth.

     Interest shall be paid (computed on the basis of a 360-day year of twelve
30-day months) on the unpaid principal balance, at an interest rate (the
"Interest Rate") of 7.75% per annum. Interest shall accrue from the date hereof
on the unpaid balance, but no interest or principal payments are required until
all of the Repurchased Shares are purchased by the Trust pursuant to Section 1.3
of the Purchase Agreement. If all such shares are purchased by the Trust before
August 6, 1993, the principal amount will be paid based upon a thirty year
amortization schedule with equal quarterly payments paid over the thirty year
period beginning on the last day of such purchase by the Trust ("Last Purchase
Date"). Such payments shall be made each March 5th, June 5th, September 5th and
December 5th ("Payment Date"), with the first payment due on the Payment Date
immediately following the Last Purchase Date. The first payment shall include an
additional payment for interest for the period between August 6, 1992 and the
Last Purchase Date. However, if all such shares are not purchased before August
6, 1993, payments shall begin on September 5, 1993 in equal quarterly payments
paid over a thirty year amortization period with payments made each March 5,
June 5, September 5 and December 5. In such event, additional principal shall be
added for subsequent purchases with an adjustment to the amount of the payments
to retain the original amortization period. Notwithstanding the preceding, this
Note may be prepaid in whole or in part at any time without penalty. Whenever
any payment falls due on a Saturday, Sunday or public holiday, such payment
shall be made on the next succeeding business day. Upon termination of the
Trust, the entire unpaid balance of principal and interest shall be immediately
payable.

     The Company shall, and is hereby authorized to, record on the schedule
attached hereto as Exhibit 1, or to otherwise record in accordance with its
usual practice, the date and amount of any increase in the principal amount of
Repurchased Share Price outstanding hereunder, and the date and amount of each
principal payment, provided, however, that failure to do so shall not affect the
Trust's obligation to pay amounts due hereunder.

     All payments received hereunder shall be applied in following order: first,
to the payment of any costs (including attorney fees) incurred by the holder
hereof in collection of any amounts hereunder; second, to the payment of accrued
but unpaid interest; and third, to the payment of the principal amount
outstanding.

     This Note shall be governed and construed under the laws of the State of
New York.

     The undersigned represents and warrants that the indebtedness represented
by this Note was incurred for the purpose of purchasing shares of common stock,
$5.00 par value, of the Company.

     The Trust hereby waives presentment, demand, protest and notice of
dishonor.

     This Note is issued by the Trust pursuant to the Trust Agreement and is
entitled to the benefits thereof. The Trustee is executing this Note solely in
its capacity as trustee under the Trust Agreement. The Trustee shall have no
liability or obligation of any kind in its individual capacity to the Company or
its successors as a result of the execution or issuance of this Note.

     All payments of principal and interest in respect of this Note shall be
made in transferable United States dollars in immediately available funds to the
order of the holder hereof by wire transfer to such account at such financial
institution as may be specified from time to time by the holder hereof to the
Trustee in writing.

                                       54


                                                       Exhibit 10.12 (Continued)

     Any failure of the holder to exercise any right, remedy or recourse shall
not be deemed a waiver or release of same, such waiver or release or any other
modification of any such right, remedy or recourse to be effective only if set
forth in a written document executed by the holder and then only to the extent
specifically recited therein. A waiver or release with reference to one event
shall not be construed as continuing, as a bar to or as a waiver or release of
any subsequent event. The acceptance by the holder of payment hereunder that is
less than payment in full of all amounts due and payable at the time of such
payment shall not constitute a waiver of the right to exercise any right, remedy
or recourse at that time or at any subsequent time, or nullify any prior
exercise of any such right, remedy or recourse without the express written
consent of the holder.

     Subject to the provisions hereof, and to the extent not inconsistent with
applicable law, in the event of default hereunder, the Trust agrees to pay all
reasonable costs of collection hereof when billed therefor, including reasonable
attorneys' fees, whether or not any action shall be instituted to enforce this
Note.

                                      CHEMICAL BANK, as Trustee
                                      By:/s/ John J. McSherry
                                        ----------------------
                                      Name: John J. McSherry
                                      Title: Vice President

                                       55


                                                       Exhibit 10.12 (Continued)

                                    EXHIBIT 1

                            Revolving Promissory Note

                            Schedule of Payments and
                               Amounts Outstanding



Date of                                                     Total
Increase of                                                 Principal
Principal        Amount of      Date of      Amount of      Amount
Outstanding      Increase       Payment      Payment        Outstanding
                                                




                                       56

EX-10.13

                                                                   Exhibit 10.13

                              EMPLOYMENT AGREEMENT

     AGREEMENT made by and between ConAgra, Inc., a Delaware corporation
("Company"), and Bruce Rohde ("Executive") effective as of the 26th day of
August, 1996.

     The Board of Directors of the Company ("Board") has determined that it is
in the best interests of the Company to obtain and retain the services of
Executive and to induce Executive to leave his current position in order to
accept a position with the Company. In order to accomplish this objective, the
Board has caused the Company to enter into this Agreement.

     NOW, THEREFORE, it is agreed as follows:

     1.     Term of Employment. Executive's term of employment under this
            Agreement shall commence on August 26, 1996 ("Effective Date") and
            shall continue in accordance with the terms hereof until a
            termination of Executive's employment.

     2.     Position and Duties.

     2.1    Position. The Company employs Executive as President of the Company.
            The Board has elected Executive as Vice Chairman of the Board and a
            member of the Executive Committee of the Board. Executive shall have
            the customary powers, responsibilities and authorities of presidents
            of corporations of the size, type and nature of the Company.
            Executive's office shall be at the principal executive offices of
            the Company in Omaha, Nebraska.

     2.2    Duties. Executive shall devote his full working time and efforts to
            the performance of the duties outlined above. Executive may,
            consistent with his duties hereunder, engage in charitable and
            community affairs, manage his personal investments and (subject to
            the prior approval of the Board) serve on the board of directors of
            other companies.

     3.     Compensation.

     3.1    Base Salary. The Company shall pay Executive a Base Salary ("Base
            Salary") at the rate of $750,000 per annum. The base salary shall be
            payable in accordance with the ordinary payroll practices of the
            Company. Executive's rate of Base Salary shall be reviewed for
            possible increases by the Board at least annually.

     3.2    Annual Incentive Bonus. Executive shall be entitled to receive an
            annual bonus under the Company's Executive Annual Incentive Plan
            ("Annual Bonus Plan"), or any successor plan subsequently available
            to senior executive officers. Executive's target bonus opportunity
            under the Annual Bonus Plan shall not be less than 80% of
            Executive's Base Salary. The performance goals with respect to such
            target bonus opportunity shall be established annually by the Board
            on a basis consistent with the establishment of such performance
            goals for other senior executive officers of the Company.

     3.3    Long Term Senior Management Incentive Plan. Executive shall
            participant in Company's Long Term Senior Management Incentive Plan
            ("LTSMIP"). Executive shall receive three units in the LTSMIP for
            fiscal year 1997; provided, any payments to Executive for fiscal
            1997 shall be prorated and based on Executive's employment from the
            Effective Date to the end of the fiscal year. Executive's
            participation in the LTSMIP shall increase (i) to four units for
            fiscal year 1998 and (ii) to six units at such time as Executive
            becomes Chief Executive Officer of ConAgra.

                                       57


                                                       Exhibit 10.13 (continued)

     3.4    Restricted Stock Grant. Pursuant to the Company's 1995 Stock Plan,
            the Human Resources Committee of the Board ("Committee") has granted
            to Executive an award of 100,000 restricted shares of Company common
            stock on the Effective Date. Such shares shall vest at the rate of
            10% on the last day of each fiscal year of the Company, with the
            first 10% vesting on the last day of fiscal 1997.

     3.5    Stock Option Grant. Pursuant to the Company's 1995 Stock Plan, the
            Committee has granted to Executive on the Effective Date options to
            acquire 100,000 shares of Company common stock. The exercise price
            of such options is $43.00 per share, the closing price of the
            Company's common stock on the New York Stock Exchange on the date of
            grant. Such options shall vest and become exercisable at the rate of
            20% per year on the last day of each fiscal year of the Company,
            with the first 20% becoming vested and exercisable on the last day
            of fiscal 1997.

     4.     Other Benefits.

     4.1    Employee Benefit Plans. The Company shall provide Executive with
            coverage under all employee benefit programs, plans and practices,
            in accordance with the terms thereof, which the Company makes
            available to senior executive officers.

     4.2    Pension Credit. At such time as Executive becomes Chief Executive
            Officer of the Company, Executive shall be credited with sufficient
            prior years of service for purposes of determining Executive's
            benefit payable under the Company's supplemental pension and related
            benefit plans so that Executive would have 25 years of service if
            Executive remained employed by the Company until age 65.

     4.3    Directors and Officers Liability Coverage. Executive shall be
            entitled to the same coverage under the Company's directors and
            officers liability insurance policies as is available to senior
            executive officers and directors with the Company. In any event, the
            Company shall indemnify and hold Executive harmless, to the fullest
            extent permitted by the laws of the State of Delaware, from and
            against all costs, charges and expenses (including reasonable
            attorneys' fees) incurred or sustained in connection with any
            action, suit or proceeding to which Executive or his legal
            representatives may be made a party by reason of Executive's being
            or having been a director or officer of the Company or any of its
            affiliates. The provisions of this subparagraph shall survive the
            termination of this Agreement for any reason.

     4.4    Expenses. Executive is authorized to incur reasonable expenses in
            carrying out his duties under this Agreement, including expenses for
            travel and similar items related to such duties. The Company shall
            reimburse Executive for all such expenses upon presentation by
            Executive from time to time of an itemized account of such
            expenditures.

     5.     Termination of Employment. The Company may terminate Executive's
            employment at any time for any reason, and Executive may terminate
            his employment at any time for Good Reason, subject to the terms of
            this Section 5. For purposes of this Section 5, the following terms
            shall have the following meanings:

            (a)  "Cause" shall be limited to (i) action by Executive involving
                 willful malfeasance in connection with his employment having a
                 material adverse effect on the Company, (ii) substantial and
                 continuing refusal by Executive in willful breach of this
                 Agreement to perform the duties ordinarily performed by an
                 executive occupying his position, which refusal has a material
                 adverse effect on the Company, or (iii) Executive being
                 convicted of a felony involving moral turpitude under the laws
                 of the United States or any state.

            (b)  "Good Reason" shall mean (i) the assignment to Executive of
                 duties materially

                                       58


                                                       Exhibit 10.13 (continued)

                 inconsistent with Executive's position or any removal of
                 Executive from, or failure to elect or reelect Executive to,
                 the position of President of the Company and Vice Chairman of
                 the Board of Directors (or other position as may be agreed to
                 by Executive), except in any case in connection with the
                 termination of Executive's employment for Cause, Permanent
                 Disability, death, or voluntary termination by Executive
                 without Good Reason, (ii) a reduction of Executive's Base
                 Salary or annual target bonus opportunity as in effect on the
                 Effective Date or as the same may be increased from time to
                 time, (iii) any material breach by the Company of any provision
                 of this Agreement, (iv) a requirement that Executive be based
                 at any office or location other than Omaha, Nebraska at any
                 time within four years following the Effective Date or (v) a
                 Change of Control of the Company occurs.

            (c)  "Change of Control" shall have the meaning provided in the
                 Conditional Employment Agreement between the Company and
                 Executive dated of even date herewith.

            (d)  "Permanent Disability" shall mean the permanent disability of
                 Executive as defined under the Company's Long-Term Disability
                 Plan.

     5.1    Termination Upon Death or Permanent Disability. In the event
            Executive's employment with the Company is terminated by reason of
            Executive's death or Permanent Disability (i) all restrictions on
            previously-granted restricted stock awards shall lapse and such
            shares shall become fully vested, (ii) all options previously
            granted to Executive in connection with the LTSMIP shall become
            fully vested and exercisable during the remainder of the term of
            such options, and all then vested options granted in accordance with
            Section 3.5 above shall remain exercisable during the full term of
            such options, (iii) all deferred and other amounts previously
            accrued for the benefit of Executive shall be promptly paid to
            Executive's estate or designated beneficiary (the items in (i), (ii)
            and (iii) above are collectively referred to as the "Accrued
            Benefits"), (iv) Executive and his dependents shall continue to
            participate in the Company's employee benefit plans to the extent
            provided in such plans with respect to the death or Permanent
            Disability of senior executive officers of the Company, (v)
            Executive's Base Salary shall be paid through the month of death or
            Permanent Disability and (vi) Executive shall receive a benefit
            under the Annual Bonus Plan and the LTSMIP prorated for the fiscal
            year during which Executive died or became Permanently Disabled.

     5.2    Termination Without Cause or for Good Reason. If the Company
            terminates the employment of Executive without Cause, or if
            Executive voluntarily terminates employment with Good Reason, (i)
            Executive shall receive all Accrued Benefits, (ii) Executive and his
            dependents shall continue to participate in the Company's medical
            and dental programs for a period of 24 months at no cost to
            Executive, (iii) Executive's Base Salary shall continue for a period
            of 24 months following such termination, and (iv) in the event of a
            termination for Good Reason on account of a Change of Control,
            Executive shall receive the benefits described in the Conditional
            Employment Agreement of even date herewith (reduced to the extent
            the Base Salary benefit in (iii) above is duplicative of a similar
            benefit under such Conditional Employment Agreement).

     5.3    Termination With Cause or Without Good Reason. If the Company
            terminates the employment of Executive with Cause, or if Executive
            voluntarily terminates employment with the Company without Good
            Reason, then (i) Executive shall be paid the Base Salary through the
            month of termination, and (ii) Executive shall receive benefits, if
            any, under Company plans in accordance with the terms of such plans.

     5.4    Timing of Payments. All cash payments required hereunder following
            the termination of Executive's employment shall be made within
            fifteen days following such termination; provided, that cash
            payments under the Annual Bonus Plan or the LTSMIP shall be made
            following the end of the applicable fiscal year at the same time as
            such payments are made to the Company's other

                                       59


                                                       Exhibit 10.13 (continued)

            senior executive officers participating in such plans.

     6.     Nondisclosure of Confidential Information. Executive shall not,
            without the prior written consent of the Company, disclose any
            Company Confidential Information except (i) in the business of and
            for the benefit of the Company, while employed by the Company, or
            (ii) when required to do so by a court of competent jurisdiction, by
            any administrative body or legislative body. "Confidential
            Information" shall mean non-public information concerning the
            Company's financial data, strategic business plans, product
            development and other proprietary information, except for items
            which have become publicly available information or are otherwise
            known to the public. Confidential Information does not include
            information the disclosure of which could not reasonably be expected
            to adversely affect the business of the Company.

     7.     Noncompetition. From the Effective Date through a period ending two
            years following the termination of the employment of Executive with
            the Company for any reason, Executive shall not be an executive
            officer, board member, 5% or greater owner or partner, or employee
            of a food company with revenues over $1 billion. Executive agrees
            that any breach of the covenants contained in this Section 7, and
            the covenants contained in the preceding Section 6, will irreparably
            injure the Company, and accordingly the Company may, in addition to
            pursing any other remedies available at law or in equity, obtain an
            injunction against Executive from any court having jurisdiction over
            the matter, restraining any further violation of such provisions by
            Executive.

            Executive acknowledges and agrees that the provisions of this
            Section 7 are reasonable and valid in duration and scope and in all
            other respects. If any court determines that any provision of this
            Section is unenforceable because of duration or scope of such
            provision, such court shall have the power to reduce the scope or
            duration of such provision, as the case may be, and, in its reduced
            form, such provision shall then be enforceable.

     8.     Offsets. In the event of any breach of this Agreement, Executive
            shall not be required to mitigate damages nor shall the payments due
            Executive hereunder be reduced or offset by reason of any payments
            Executive may receive from any other source.

     9.     Separability; Legal Fees. If any provision of this Agreement shall
            be declared to be invalid or unenforceable, in whole or in part,
            such invalidity or unenforceability shall not affect the remaining
            provisions hereof which shall remain in full force and effect. In
            addition, the Company shall pay to Executive as incurred all legal
            and accounting fees and expenses incurred by Executive in seeking to
            obtain or enforce any right or benefit provided by this Agreement or
            any other compensation- related plan, agreement or arrangement of
            the Company, unless Executive's claim is found by a court of
            competent jurisdiction to have been frivolous.

     10.    Assignment. This Agreement shall be binding upon and inure to the
            benefit of the heirs and representatives of Executive and the
            assigns and successors of the Company, but neither this Agreement
            nor any rights hereunder shall be assignable or otherwise subject to
            hypothecation by Executive (except by will or by operation of the
            laws of intestate succession) or the Company, except that the
            Company may assign this Agreement to any successor (whether by
            merger, purchase or otherwise) to all or substantially of the stock,
            assets or businesses of the Company.

     11.    Amendment. This Agreement may only be amended by mutual written
            agreement between the Company and Executive.

     12.    Notices. All notices or communications hereunder shall be in
            writing, addressed as follows:

            To the Company:                    ConAgra, Inc.
                                               One ConAgra Drive

                                       60


                                                       Exhibit 10.13 (continued)

                                               Omaha, Nebraska 68102

                                               Attn: Secretary

            To Executive:                      Bruce Rohde
                                               843 South 96th Street
                                               Omaha, Nebraska 68114

            Any such notice or communication shall be sent certified or
            registered mail, return receipt requested, postage prepaid,
            addressed as above (or to such other address as such party may
            designate in a notice duly delivered as described above), and the
            actual date of mailing shall determine the date at which notice was
            given.

     13.    Governing Law. This Agreement shall be construed, interpreted and
            governed in accordance with the laws of Delaware without reference
            to such state's rules relating to conflicts of law.

                                               CONAGRA, INC.


                                               By: /s/ Philip B. Fletcher

                                               ----------------------------
                                               Chairman, Board of Directors

                                               /s/ Bruce Rohde

                                               ----------------------------
                                               Bruce Rohde

                                    AGREEMENT

     Agreement made effective this 26th day of August, 1996, by and between
ConAgra, Inc., a Delaware corporation, hereinafter referred to as "ConAgra", and
BRUCE ROHDE, hereinafter referred to as "Employee".

     WHEREAS, the Board of Directors of ConAgra has determined that the
interests of ConAgra stockholders will be best served by assuring that all key
corporate executives of ConAgra will adhere to the policy of the Board of
Directors with respect to any event by which another entity would acquire
effective control of ConAgra, including but not limited to a tender offer, and

     WHEREAS, the Board of Directors has also determined that it is in the best
interests of ConAgra stockholders to promote stability among key executives and
employees.

     NOW, THEREFORE, it is agreed as follows:

     1.     Duties of Employee. Employee shall support the position of the Board
            of Directors and the chief executive officer, and shall take any
            action requested by the Board of Directors or the chief executive
            officer with respect to any "Change of Control" (as defined at
            Section 7 below) of ConAgra. If the Employee violates the provisions
            of this Section, he shall forfeit any payments due to him under the
            terms of this Agreement.

     2.     Employment Contract. If a Change of Control of ConAgra occurs, and
            if at the initiation of the Change of Control attempt Employee is
            then employed by ConAgra, ConAgra hereby agrees to continue the
            employment of Employee for a period of three years from the date the
            Change of Control effectively occurs. During said three year period,
            Employee shall receive annual base and incentive compensation in an
            amount not less than that specified in Section 3(a) below.

                                       61


                                                       Exhibit 10.13 (continued)

            If Employee is Involuntarily Terminated (as defined at Section 7
            below), at any time during the three year period, ConAgra shall pay
            to Employee an amount equal to that which Employee would have
            received pursuant to Section 3(a) below for the remainder of the
            three year period, and shall also make the payments specified in
            Sections 3(b) and 3(c) and, if applicable, any additional payments
            specified in Section 5 below. In addition, in the event of
            Involuntary Termination at any time, Employee shall receive payment
            of the base and incentive compensation described in Section 3(a) for
            one year. Any such termination payment of base and incentive
            compensation shall be made to Employee in a lump sum within thirty
            (30) days after termination.

            If Employee voluntarily terminates his employment at any time during
            the three year period, the Acquiror (as defined below), ConAgra, and
            their subsidiaries will not be obligated to pay the Employee any
            amount that might be due for the remainder of the three year period,
            or for any termination pay; however, they shall make any additional
            payments specified in Sections 3(b), 3(c) and 5 (if applicable)
            below.

     3.     Description of Payments. The payments to be made to Employee are:

            (a)  Annual Base and Incentive Compensation. Employee shall receive
                 for the three year period described in Section 2 above an
                 annual amount equal to his current annual rate of compensation,
                 which current annual compensation shall be computed as follows:
                 twenty-six times the Employee's highest bi-weekly salary
                 payment received during the one year period ending immediately
                 prior to the Change of Control of ConAgra. In addition,
                 Employee shall receive for the three year period described in
                 Section 2 above (i) an amount of annual short-term incentive
                 equal to 80% of the annual rate of compensation described
                 above, and (ii) an amount equal to the highest annual long-term
                 compensation award made to Employee during the three fiscal
                 years immediately preceding such Change of Control (provided,
                 for fiscal year 1997, such amount shall be equal to the per
                 unit payout for fiscal 1996 under the ConAgra's Long-Term
                 Senior Management Incentive Plan multiplied by the number of
                 units allocated to Employee for fiscal 1997).

            (b)  Retirement Benefits. Employee shall receive an amount equal to
                 that which he would have received as retirement benefits under
                 the provisions of the ConAgra Pension Plan for Salaried
                 Employees ("Qualified Pension Plan") and the ConAgra Retirement
                 Income Savings Plan("CRISP") in effect immediately prior to the
                 Change of Control of ConAgra, had Employee continued his
                 employment until age 65 at the current annual rate of base and
                 short term incentive compensation as determined above.

                 (i)    The supplemental pension benefit hereunder shall be
                        equal to the result of subtracting (x) the benefit the
                        Employee will receive under the Qualified Pension Plan
                        from (y) the pension benefit the Employee would obtain
                        under the Qualified Pension Plan if the Employee
                        remained in the employ of ConAgra until the Employee
                        attained age 65. The supplemental pension benefit is to
                        be computed assuming the Employee is to receive an
                        unreduced normal retirement pension benefit payable
                        beginning at the later of the date the Employee attains
                        age 60 or the date of the Employee's termination of
                        employment. If the Employee begins to receive his
                        supplemental pension benefit at a time other than as
                        described in the preceding sentence, an actuarial
                        adjustment shall be made to reflect such event.

                 (ii)   The supplemental CRISP benefit shall be equal to the
                        amount computed, as follows:

                        A.    The additional years of service that the Employee
                              would receive if his

                                       62


                                                       Exhibit 10.13 (continued)

                              or her employment was not terminated prior to
                              attaining age 65 is multiplied by the Employee's
                              current annual base and short term incentive
                              compensation (as described in Section 3(a)).

                        B.    The result in A, immediately above, is multiplied
                              by 3%.

                        C.    The result in B, immediately above, is present
                              valued to the date of the Employee's termination
                              of employment. The discount factor for such
                              present value shall be the discount factor used by
                              the Qualified Pension Plan at the time of such
                              termination of employment. The present value shall
                              be computed based on the assumption that the
                              result in B, immediately above, is paid ratably
                              (and monthly) over the additional years of service
                              of the Employee.

                        D.    The present value amount determined pursuant to C,
                              immediately above, shall be funded pursuant to
                              Subsection (iv) of this Section 3(b).

                 (iii)  The actuarial assumptions and methods used by this
                        Section 3(b) shall be the same as those used by the
                        Qualified Pension Plan. The timing of payment and the
                        form of the supplemental pension benefit under this
                        Section 3(b) shall be the same as elected by the
                        Employee under the Qualified Pension Plan and the timing
                        of payment and the form of the supplemental CRISP
                        benefit shall be the same as elected by the Employee
                        under CRISP;

                 (iv)   The supplemental pension and CRISP benefits payable
                        under this Section 3(b) shall be unfunded until a
                        voluntary termination or Involuntary Termination
                        following a Change of Control. Within 60 days following
                        such a termination, the supplemental pension and CRISP
                        benefits shall be funded, in one lump sum payment,
                        through a trust in the form attached to the ConAgra
                        Supplemental Pension and CRISP Plan for Change of
                        Control and which trust is incorporated by reference.
                        The transferred amount for the supplemental CRISP
                        benefit shall be held in a separate account and
                        separately invested by the trustee. The amount
                        accumulated in such account shall be the sole source of
                        payment of the supplemental CRISP benefit, and shall be
                        the amount of the supplemental CRISP benefit hereunder.
                        The Acquiror, ConAgra and their subsidiaries shall make
                        up any supplemental pension benefit payments the
                        Employee does not receive under the trust, e.g., if the
                        funds in the trust are sufficient to make the payments
                        due to insufficient earnings in the trust. The trustee
                        of such trust shall be a national or state chartered
                        bank. If funding of the trust is not made within the
                        sixty day period described in this Subsection (iv) of
                        this Section 3(b), the Employee's supplemental pension
                        and CRISP benefits 3(b), the Employee's supplemental
                        pension and CRISP benefits shall then be equal to the
                        product of 150% multiplied by the amount of supplemental
                        pension and CRISP benefits described in this Section
                        3(b) above; provided, however, this increase in benefits
                        is not intended to remove or detract from the obligation
                        to fund the trust. The supplemental pension and CRISP
                        benefits shall not be paid from the assets of the
                        Qualified Pension Plan or CRISP.

            (c)  Additional Payment. If a Change of Control of ConAgra occurs,
                 Employee shall receive an amount equal to the excess, if any,
                 of the highest per share price offered (valued in U.S.
                 currency) by the successful Acquiror for ConAgra common stock
                 (which stock will then be treated for purposes of this
                 Agreement as converted into equivalent shares of such
                 Acquiror's or the surviving company's capital stock as of the
                 date of the Change of Control of ConAgra) over the closing per
                 share price of such Acquiror's or the surviving

                                       63


                                                       Exhibit 10.13 (continued)

                 company's ("Acquiror") stock quoted on an established
                 securities market (or if applicable, the closing bid price for
                 the Acquiror's stock that is quoted on a secondary market or
                 substantial equivalent thereof) on the date of termination (or
                 if the date of termination is not a business day, on the next
                 preceding business day), multiplied by the highest number of
                 shares of the Acquiror's capital stock owned by the Employee at
                 any time during the period beginning on the date of the Change
                 of Control of ConAgra and ending on the date of termination.
                 For purposes of this Section 3(c), the additional amount due
                 hereunder shall be computed as if Employee owned all of the
                 Acquiror's stock with respect to which Employee has an option
                 to purchase in connection with his employment with the
                 Acquiror, ConAgra or any of their subsidiaries. Said amount
                 shall be paid to Employee within ten days after termination. In
                 addition, if Employee sells any of the Acquiror's stock within
                 one year following said termination, Employee shall receive the
                 amount by which the closing price of such stock per share on
                 the date of termination (determined as aforesaid) exceeds the
                 per share actual net sales price of the Acquiror's stock on the
                 date of sale realized by Employee, multiplied by the number of
                 shares sold by Employee. Said amount shall be paid in
                 immediately available funds to Employee within ten days after
                 the sale. In addition, to the extent any of ConAgra's common
                 stock remains outstanding after a Change of Control, then
                 Employee shall receive additional amounts computed and payable
                 in a manner similar to that provided in this Section 3(c) for
                 Acquiror's stock owned, or subject to an option held, by
                 Employee. These provisions shall be appropriately modified or
                 adjusted to take into account the fact that the computations
                 pursuant to the preceding sentence are with respect to ConAgra
                 common stock and related options rather than the Acquiror's
                 capital stock and options related thereto. The computations and
                 payments under this Section 3(c) shall include appropriate
                 adjustments for any stock splits, stock dividends,
                 recapitalizations or similar share restructurings that may
                 occur from time to time.

     4.     Merger. ConAgra shall not merge, reorganize, consolidate or sell all
            or substantially all of its assets, to or with any other corporation
            until such corporation and its subsidiaries, if any, expressly
            assume the duties of ConAgra set forth herein.

     5.     Certain Additional Payments by ConAgra.

            (a)  Anything in this Agreement to the contrary notwithstanding, in
                 the event it shall be determined that any payment or
                 distribution by ConAgra to or for the benefit of the Employee,
                 whether paid or payable or distributed or distributable
                 pursuant to the terms of this Agreement or otherwise (a
                 "Payment"), would be subject to the excise tax imposed by
                 Section 4999 of the Internal Revenue Code of 1986, as amended
                 (the "Code") or any interest or penalties with respect to such
                 excise tax (such excise tax, together with any such interest
                 and penalties, are hereinafter collectively referred to as the
                 "Excise Tax"), then the Employee shall be entitled to receive
                 an additional payment (a "Gross-Up Payment") in any amount such
                 that after payment by the Employee of all taxes (including any
                 interest or penalties imposed with respect to such taxes),
                 including any Excise Tax, imposed upon the Gross-Up Payment,
                 the Employee retains an amount of the Gross-Up Payment equal to
                 the Excise Tax imposed upon the Payments.

            (b)  Subject to the provisions of Subsection (c) below, all
                 determinations required to be made under this Section,
                 including whether a Gross-Up Payment is required and the amount
                 of such Gross-Up Payment, shall be made by the certified public
                 accounting firm then representing ConAgra (the "Accounting
                 Firm") which shall provide detailed supporting calculations
                 both to ConAgra and the Employee within 15 business days of the
                 date of termination, if applicable, or such earlier time as is
                 requested by ConAgra or Employee. If the Accounting Firm
                 determines that no Excise Tax is payable by the Employee, it
                 shall furnish the Employee with an opinion that he has
                 substantial authority not to report any

                                       64


                                                       Exhibit 10.13 (continued)

                 Excise Tax on his federal income tax return. Any determination
                 by the Accounting Firm shall be binding upon ConAgra and the
                 Employee. As a result of the uncertainty in the application of
                 Section 4999 of the Code at the time of the initial
                 determination by the Accounting Firm hereunder, it is possible
                 that Gross-Up Payments which will not have been made by ConAgra
                 should have been made ("Underpayment"), consistent with the
                 calculations required to be made hereunder. In the event that
                 ConAgra exhausts its remedies pursuant to Subsection (c) below
                 and the Employee thereafter is required to make a payment of
                 any Excise Tax, the Accounting Firm shall determine the amount
                 of the Underpayment that has occurred and any such Underpayment
                 shall be promptly paid by ConAgra to or for the benefit of the
                 Employee.

            (c)  The Employee shall notify ConAgra in writing of any claim by
                 the Internal Revenue Service that, if successful, would require
                 the payment by ConAgra of the Gross-Up Payment. Such
                 notification shall be given as soon as practicable but no later
                 than ten (10) business days after the Employee knows of such
                 claim and shall apprise ConAgra of the nature of such claim and
                 the date on which such claim is requested to be paid. The
                 Employee shall not pay such claim prior to the expiration of
                 the thirty-day (30 day) period following the date on which it
                 gives such notice to ConAgra (or such shorter period ending on
                 the date that any payment of taxes with respect to such claim
                 is due). If ConAgra notifies the Employee in writing prior to
                 the expiration of such period that it desires to contest such
                 claim, the Employee shall:

                 (i)    give ConAgra any information reasonably requested by
                        ConAgra relating to such claim,

                 (ii)   take such action in connection with contesting such
                        claim as ConAgra shall reasonably request in writing
                        from time to time, including, without limitation,
                        accepting legal representation with respect to such
                        claim by an attorney reasonably selected by ConAgra,

                 (iii)  cooperate with ConAgra in good faith in order to
                        effectively contest such claim,

                 (iv)   permit ConAgra to participate in any proceedings
                        relating to such claim; provided, however, that ConAgra
                        shall bear and pay directly all costs and expenses
                        (including additional interest and penalties) incurred
                        in connection with such contest and shall indemnify and
                        hold the Employee harmless, on an after-tax basis, for
                        any Excise Tax or income tax, including interest and
                        penalties with respect thereto, imposed as a result of
                        such representation and payment of costs and expenses.
                        Without limitation on the foregoing provisions of this
                        Subsection (c), ConAgra shall control all proceedings
                        taken in connection with such contest and, at its sole
                        option, may pursue or forego any and all administrative
                        appeals, proceedings, hearings and conferences with the
                        taxing authority in respect of such claim and may, at
                        its sole option, either direct the Employee to pay the
                        tax claimed and sue for a refund or contest the claim in
                        any permissible manner, and the Employee agrees to
                        prosecute such contest to a determination before any
                        administrative tribunal, in a court of initial
                        jurisdiction and in one or more appellate courts, as
                        ConAgra shall determine; provided, however, that if
                        ConAgra directs the Employee to pay such claim and sue
                        for a refund, ConAgra shall advance the amount of such
                        payment to the Employee, on an interest-free basis and
                        shall indemnify and hold the Employee harmless, on an
                        after-tax basis, from any Excise Tax or income tax,
                        including interest or penalties with respect thereto,
                        imposed with respect to such advance or with respect to
                        any imputed income with respect to such advance; and
                        further provided that any extension of the statute of
                        limitations relating to payment of taxes for the taxable
                        year of the Employee with respect to which such
                        contested amount is claimed to be due is

                                       65


                                                       Exhibit 10.13 (continued)

                        limited solely to such contested amount. Furthermore,
                        ConAgra's control of the contest shall be limited to
                        issues with respect to which a Gross-Up Payment would be
                        payable hereunder and the Employee shall be entitled to
                        settle or contest, as the case may be, any other issue
                        raised by the Internal Revenue Service or any other
                        taxing authority.

                 (d)    If, after the receipt by the Employee of an amount
                        advanced by ConAgra pursuant to Subsection (c) above,
                        the Employee becomes entitled to receive any refund with
                        respect to such claim, the Employee shall (subject to
                        ConAgra's complying with the requirements of Subsection
                        (c)) promptly pay to ConAgra the amount of such refund
                        (together with any interest paid or credited thereon
                        after taxes applicable thereto). If, after the receipt
                        by the Employee of an amount advanced by ConAgra
                        pursuant to Subsection (c), a determination is made that
                        the Employee shall not be entitled to any refund with
                        respect to such claim and ConAgra does not notify the
                        Employee in writing of its intent to contest such denial
                        of refund prior to the expiration of thirty days after
                        such determination, then such advance shall be forgiven
                        and shall not be required to be repaid and the amount of
                        such advance shall offset, to the extent thereof, the
                        amount of Gross-Up Payment required to be paid.

     6.     Term and Binding Effect. This Agreement shall bind ConAgra and
            Employee as long as Employee remains in the employ of ConAgra;
            provided, however, ConAgra may terminate this Agreement at any time
            by giving notice to Employee; and provided further, however, that
            ConAgra may not terminate this Agreement at any time subsequent to
            the announcement of an event that could result in a Change of
            Control of ConAgra. This Agreement shall be binding upon the parties
            hereto, their heirs, executors, administrators and successors.

     7.     Certain Definitions. The following definitions shall apply for the
            purposes of this Agreement:

            (a)  Change of Control of ConAgra. The term "Change of Control"
                 shall mean:

                 (i)    The acquisition (other than from ConAgra) by any person,
                        entity or "group", within the meaning of Section
                        13(d)(3) or 14(d)(2) of the Securities Exchange Act of
                        1934 (the "Exchange Act"), (excluding, for this purpose,
                        ConAgra or its subsidiaries, or any employee benefit
                        plan of ConAgra or its subsidiaries, which acquires
                        beneficial ownership of voting securities of ConAgra) of
                        beneficial ownership (within the meaning of Rule 13d-3
                        promulgated under the Exchange Act) of 30% or more of
                        either the then outstanding shares of common stock or
                        the combined voting power of ConAgra's then outstanding
                        voting securities entitled to vote generally in the
                        election of directors; or

                 (ii)   Individuals who, as of the date hereof, constitute the
                        Board (as of the date hereof the "Incumbent Board")
                        cease for any reason to constitute at least a majority
                        of the Board, provided that any person becoming a
                        director subsequent to the date hereof whose election,
                        or nomination for election by ConAgra's shareholders,
                        was approved by a vote of at least a majority of the
                        directors then comprising the Incumbent Board shall be,
                        for purposes of this Agreement, considered as though
                        such person were a member of the Incumbent Board; or

                 (iii)  Approval of the shareholders of ConAgra of a
                        reorganization, merger, consolidation, in each case,
                        with respect to which persons who were the shareholders
                        of ConAgra immediately prior to such reorganization,
                        merger or consolidation do not, immediately thereafter,
                        own more than 50% of the combined voting power entitled
                        to vote generally in the election of directors of

                                       66


                                                       Exhibit 10.13 (continued)

                        the reorganized, merged or consolidated company's then
                        outstanding voting securities, or a liquidation or
                        dissolution of ConAgra or of the sale of all or
                        substantially all of its assets.

            (b)  Involuntary Termination. The term "Involuntary Termination" or
                 any variation thereof shall mean either (i) the actual
                 involuntary termination of Employee's employment with the
                 Acquiror, ConAgra and their subsidiaries after a Change of
                 Control (with or without cause) or (ii) the constructive
                 involuntary termination of the Employee's employment with the
                 Acquiror, ConAgra and their subsidiaries after a Change of
                 Control. The term "constructive involuntary termination" shall
                 include (w) a reduction in the Employee's compensation
                 (including applicable fringe benefits); (x) a substantial
                 change in the location of the Employee's job without the
                 Employee's written consent; (y) the Employee's demotion or
                 diminution in the Employee's position, authority, duties or
                 responsibilities without the Employee's written consent; or (z)
                 the sale or disposition of the stock of Employee's immediate
                 employer, which was a subsidiary of the Acquiror, ConAgra, or
                 their other subsidiaries immediately prior to such sale or
                 disposition, provided Employee is not employed after such sale
                 or disposition by the Acquiror, ConAgra, or any of their
                 subsidiaries that are retained after such sale or disposition.
                 "Substantial change in location" means any location change in
                 excess of 35 miles from the location of the Employee's job with
                 ConAgra or its subsidiaries at the time of the Change of
                 Control of ConAgra.

     8.     Costs. All costs of litigation necessary for the Employee to defend
            the validity of this contract are to be paid by ConAgra or its
            successors or assigns.

     IN WITNESS WHEREOF, the parties have executed this Agreement.
EMPLOYEE:                                          CONAGRA, INC.

 /s/ Bruce Rohde                                   /s/ Philip B. Fletcher

- -----------------------                            ----------------------------
BRUCE ROHDE                                        Chairman, Board of Directors


                                                   ConAgra, Inc.
                                                   One ConAgra Drive
                                                   Omaha, NE 68102-5001
                                                   Phone: (402) 595-4000

                                February 16, 1998

Bruce Rohde
President and
  Chief Executive Officer
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001

Dear Bruce:

     This letter will constitute an amendment of the terms and conditions of the
employment agreement between you and ConAgra dated August 26, 1996 (the
"Agreement"). First, the definition of "accrued benefits" in Section 5.1(ii),
applicable in part in connection with the events described in Sections 5.1 and
5.2, is amended to read as follows: all options previously granted to Executive
in connection with the LTSMIP shall become fully vested and

                                       67


                                                       Exhibit 10.13 (continued)

exercisable during the remainder of the term of such options, and all options
granted in accordance with Section 3.5 above shall become fully vested and
exercisable during the remainder of the term of such options. Second, pursuant
to Section 4.2 of the Agreement, you shall be credited with 92 months of
additional service for purposes of determining your benefits payable and for
vesting qualification under ConAgra's nonqualified pension plan and related
benefit plans. Third, in the event of a termination by ConAgra without Cause or
by you for Good Reason (as described in Section 5.2 of the Agreement), you may
elect to receive your benefits under ConAgra's nonqualified pension plan in a
lump sum.

     Subject to the amendments referenced above, all of the other terms and
conditions of your Agreement are hereby ratified and affirmed. If you are in
agreement with the amendments set forth above, please so indicate by signing
below and returning an executed original of this letter to me for placement in
the files of the Human Resources Committee of ConAgra's Board of Directors.

                              Sincerely,

                              /s/ Philip B. Fletcher
                              -----------------------------
                              Philip B. Fletcher, Chairman
                                of the Board of Directors

Acknowledged and Agreed to:

 /s/ Bruce Rohde
- ---------------------------
Bruce Rohde

                                       68

EX-12

                                                                      Exhibit 12

                      CONAGRA FOODS, INC. AND SUBSIDIARIES
               COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
                              (DOLLARS IN MILLIONS)



                                                                                      FISCAL YEAR ENDED
                                                               ---------------------------------------------------------------
                                                                 2002          2001        2000         1999            1998
                                                               ---------    ---------   ---------     ---------      ---------
                                                                                                      
Fixed Charges as Defined:
Interest expense......................................         $   439.5    $   477.2   $   351.3     $   368.3      $   368.9
Capitalized interest..................................               6.0          5.1         5.5           6.9           11.4
Interest in cost of goods sold........................              20.8         35.0        31.4          20.0           19.1
Preferred distributions of subsidiary.................              25.1         42.4        43.0          41.4           44.3
One third of non-cancelable lease rent................              44.5         31.0        33.5          39.8           38.8
Total fixed charges (A)...............................             535.9        590.7       464.7         476.4          482.5

Earnings as Defined:
Pretax income after elimination of undistributed
earnings of equity method investees...................         $ 1,251.2    $ 1,112.5   $   605.6     $   622.2      $ 1,005.3
Add fixed charges.....................................             535.9        590.7       464.7         476.4          482.5
Less capitalized interest.............................              (6.0)        (5.1)       (5.5)         (6.9)         (11.4)
Earnings and fixed charges (B)........................         $ 1,781.1    $ 1,698.1   $ 1,064.8     $ 1,091.7      $ 1,476.4
Ratio of earnings to fixed charges (B/A)..............               3.3          2.9         2.3*          2.3**          3.1


- ----------

*    In 2000, pretax income includes restructuring and restructuring-related
     charges of $621.4 million. Excluding the charges, the "ratio of earnings to
     fixed charges" was 3.6. See Note 14 on pages 59 and 60 of the company's
     2002 Annual Report to Stockholders.

**   In 1999, pretax income includes restructuring charges of $440.8 million.
     Excluding the charges, the "ratio of earnings to fixed charges" was 3.2.

                                       69

EX-13

                                                                     EXHIBIT 13

MANAGEMENT'S DISCUSSION & ANALYSIS

The following discussion and analysis is intended to provide a summary of
significant factors relevant to the company's financial performance and
condition. The discussion should be read together with the company's
financial statements and related notes beginning on page 48. Years cited in
this discussion refer to ConAgra Foods' fiscal years.

SEGMENT REVIEW

The company made changes to its reporting segments in 2002 to reflect changes
in how the company currently manages its operations. The company has four
reporting segments: Packaged Foods, Food Ingredients, Meat Processing and
Agricultural Products.

PACKAGED FOODS: This segment includes the company's shelf-stable, frozen and
refrigerated foods, which are processed and packaged for sales to retail and
foodservice customers.

FOOD INGREDIENTS: This segment includes the company's non-grain-based
ingredients, such as processed seasonings, blends and flavorings as well as
grain-based items that are processed for ingredient use. These operations
were previously reported as part of the Agricultural Products segment.

MEAT PROCESSING: This segment includes the fresh beef, pork and poultry
operations. Previously these results were reported as part of the
Refrigerated Foods segment, which is no longer used by the company.

In May 2002, the company announced an agreement to sell a controlling
interest in its fresh beef and pork operations in a transaction with outside
investors. In fiscal 2002, the fresh beef and pork operations accounted for
approximately $7.7 billion, or 77%, of the company's Meat Processing
reporting segment net sales and $192 million, or 71%, of the company's Meat
Processing reporting segment operating profit.

AGRICULTURAL PRODUCTS: This segment includes the company's crop inputs
distribution operations as well as the company's agricultural
products/merchandising operations.

The company considers its Packaged Foods, Food Ingredients and Meat
Processing reporting segments collectively to be its food business. Prior to
the company's change in reporting segments in 2002, the company referred to
its Packaged Foods and Refrigerated Foods reporting segments as its food
business.

2002 vs. 2001

                   REPORTING SEGMENT HIGHLIGHTS



DOLLARS IN MILLIONS
                                           % CHANGE      FISCAL 2002    % CHANGE
                            FISCAL 2002       FROM         OPERATING    FROM FISCAL
SEGMENT                        SALES       FISCAL 2001      PROFIT          2001
                                                            

Packaged Foods                $12,364           9%          $1,610         15%

Food Ingredients                1,669            -             160         (8%)

Meat Processing                10,024          (4%)            269         49%
                              -------                       ------
TOTAL FOOD BUSINESS            24,057           3%           2,039         17%

Agricultural Products           3,573          (2%)             19        (83%)
                              -------                       ------
CONAGRA FOODS TOTAL           $27,630           2%          $2,058         11%
- -----------------------------------------------------------------------------------


SALES

Packaged Foods sales grew 9% for the fiscal year to reach $12.4 billion,
reflecting in part improvements in sales and marketing effectiveness
initiatives implemented over the last two fiscal years. These programs
include new product introductions in several branded consumer categories such
as tomato products, frozen dinners, frozen pizza, tablespreads, whipped
toppings, gelatin snacks, popcorn, puddings, and shelf-stable casserole
meals. These programs also include improved product quality, additional
marketing investment and improvements in customer service. Customer service
improvements include dedicating teams toward specific food channels - for
example, a team for the retail channel for food prepared at home, and a team
for the foodservice channel for food prepared outside the home - to serve
trade customers better and to identify new business opportunities within
those channels.

Shelf-stable grocery sales grew in the current year and were positively
impacted by a full year's results for brands acquired at the end of the first
quarter of 2001 as part of the International Home Foods ("IHF") acquisition.
Such brands include Chef Boyardee, Gulden's, Bumble Bee, Libby's, PAM, Louis
Kemp and others. Excluding the impact of the acquired brands, shelf-stable
grocery sales grew 6% in the current year.

Some of the more significant new product successes in the shelf-stable
grocery, snacks and dairy foods operations were products such as Homestyle
Bakes from Banquet, ACT II Kettle Corn, and Chocolate Reddi-wip. Product


36 ConAgra Foods Annual Report

                                       70


quality improvements were most significant in the frozen foods operations,
including the Healthy Choice brand.

Several large brands, including Butterball, Armour, Banquet, Chef Boyardee,
Bumble Bee, ACT II, Hebrew National, PAM, Peter Pan and Parkay experienced a
double-digit sales growth rate for the year. Other large brands including
Hunt's, Healthy Choice, Cook's, Orville Redenbacher's, Slim Jim, Blue Bonnet,
Egg Beater's and Kid Cuisine experienced a single-digit growth rate for the
year, as did some of the largest foodservice-oriented product lines. Large
consumer brands that experienced a low single-digit sales rate decline in
2002 included Marie Callender's, Swiss Miss and Van Camp's.

Sales growth in Packaged Foods also reflects progress with efficiently
coordinating manufacturing, marketing and sales functions as part of efforts
to improve overall execution, as well as "team" and "menu" selling programs.
In the company's "team" and "menu" selling programs, several of the company's
products are bundled together around specific themes that drive consumer
purchases of branded retail products. Those themes include "Holidays," "Back
to School," "Summer Grilling" and others.

Overall sales for the segment's core foodservice operations, which
manufacture and market french fries, specialty meats, seafood, tortillas
and other items, declined less than 2% for the year, largely reflecting a
soft general economic climate for these products and the negative effect on
consumer dining-out habits after the Sept. 11, 2001, terrorist attacks.

Food Ingredients sales were flat at $1.7 billion. Sales within the segment
are largely determined by input costs, which can fluctuate significantly. The
company therefore considers segment operating profit (discussed below) to be
a more meaningful performance measurement than sales. Sales for the
seasonings, blends and flavorings operations increased 10% over last year,
partially due to a full year's results for the vegetable ingredient
operations acquired last fiscal year. This was offset by an overall sales
decline for the grain processing operations resulting from lower input prices
and the closing of a flour mill early in the fiscal year.

Meat Processing sales declined 4% to $10.0 billion. Sales for the segment are
largely determined by market dynamics, which can fluctuate significantly. The
company therefore considers segment operating profit (discussed below) to be
a more meaningful performance measurement than sales. Pork and poultry each
grew sales 5% for the year, reflecting more favorable market conditions and a
greater concentration of higher-priced product offerings by the company. Beef
sales declined 9% for the year, reflecting lower input prices as well as the
loss of capacity due to a beef plant fire in December 2001.

Agricultural Products sales declined 2% to $3.6 billion for the year. Sales
for the company's merchandising operations drove the segment's sales
decline, which was largely due to comparisons against a year with unusually
favorable market conditions for those operations. Sales for the segment's crop
inputs operations, which distribute crop inputs such as seed, crop protection
chemicals and fertilizer, were essentially flat compared to 2001.

COST OF GOODS SOLD

The company's cost of goods sold was $23.5 billion for 2002, compared to
$23.3 billion in 2001. Overall gross profit (sales less cost of goods sold)
for 2002 was 8% higher than that of 2001. Gross margin (gross profit as a
percent of sales) improved to 15% from 14% in 2001, largely due to the
company's continuing effort to reduce costs by streamlining operations, an
improved mix of higher margin products among the branded consumer operations,
favorable industry margins in the pork and poultry businesses, and relatively
weak overall results in the prior year. Gross margin expansion was slowed by
lower volumes of higher margin products and less favorable market conditions
in the agricultural businesses, and less favorable market dynamics in the
fresh beef operations.

SELLING, GENERAL AND ADMINISTRATIVE (SG&A) EXPENSES

SG&A expenses increased 7% to $2.4 billion for 2002, compared to $2.3 billion
in 2001. The increase was primarily due to a full year's results for brands
acquired in 2001, increased marketing investment, and increased expenses
associated with a multi-year plan for infrastructure improvements. Such
improvements include realigning the company's distribution network and
management information systems, with particular focus on the company's
Packaged Foods reporting segment, in order to better serve customers. SG&A
expenses were 9% of sales during 2002, a slight increase over 2001 levels.

OPERATING PROFIT (EARNINGS BEFORE INTEREST, GOODWILL AMORTIZATION, GENERAL
CORPORATE EXPENSE AND INCOME TAXES)

Packaged Foods operating profit grew 15% for the fiscal year to reach $1.6
billion, reflecting the benefit of improvement initiatives implemented over
the last two fiscal years as well as a comparison against a fiscal year that
showed relatively low profitability. The improvement programs include efforts
to profitably grow sales while becoming more efficient in manufacturing,
marketing, and distribution. Profit growth efforts include new product
introductions in several branded consumer categories such as tomato products,
frozen dinners, frozen pizza, tablespreads, whipped toppings, gelatin snacks,
popcorn, puddings, shelf-stable casserole meals and others. These programs
also include focusing on the company's higher-profit items as part of a
deliberate plan to improve product mix. Improved product quality, additional


37 ConAgra Foods Annual Report

                                       71


marketing investment and improvements in customer service are also part of
ongoing programs that aided operating profit growth in the current year.

The year's operating profit growth also reflects progress with efficiently
coordinating the manufacturing, marketing and sales functions as part of
efforts to improve overall execution, as well as the "team" and "menu" selling
programs described above in the discussion of Packaged Foods sales.

Shelf-stable grocery operating profit grew in the current year and was
positively impacted by efficiency gains resulting from the ongoing
integration of IHF as well as a full year's results for the brands acquired
as part of the IHF transaction, including Chef Boyardee, Gulden's, Bumble
Bee, Libby's, PAM, Louis Kemp and others.

Overall operating profits for the dedicated foodservice-oriented operations,
which manufacture and market french fries, specialty meats, seafood, tortillas
and other items, declined 11% for the year, reflecting a soft general economic
climate for these products and the negative effect on consumer dining-out
habits after the Sept. 11, 2001, terrorist attacks.

Food Ingredients operating profit declined 8% to $160 million. While the
company made improvements to segment product and customer mix during the
year, the profit decline largely reflects lower volumes for some operations.
Fiscal 2002 operating profit for the grain processing operations declined 6%
from the previous year, resulting primarily from the closing of a flour mill
early in the fiscal year. The segment's seasonings, blends and flavorings
operations operating profit grew 5% compared to last year. The seasonings,
blends and flavorings growth was, in large part, attributable to a full
year's results for a vegetable ingredient business acquired in 2001.

Meat Processing operating profit increased 49% to $269 million. Operating and
efficiency improvements favorably impacted segment operating profits. Pork
and poultry operating profits both grew, reflecting more favorable market
conditions and a greater concentration of higher-profit product offerings by
the company. Beef profits declined for the year, reflecting less favorable
market dynamics as well as the loss of capacity due to a beef plant fire in
December 2001.

Agricultural Products operating profit declined 83% to $19 million for the
year. Market conditions for the segment's crop inputs operations were
generally weak. The soft pricing environment for those operations contributed
to the year's operating loss, as did a lower volume of higher-margin products
sold by the company. Difficult customer credit conditions and higher input
costs also drove the segment's profit decline. Several profit improvement
initiatives are underway for the segment's crop inputs operations. Operating
profits for the segment's merchandising operations declined 33%, largely due
to comparisons against a year with unusually favorable market conditions.

INTEREST EXPENSE AND AMORTIZATION

For 2002, interest expense was $402 million, 5% below 2001 amounts, primarily
due to a combination of an intense effort to reduce working capital
throughout the company and more favorable interest rates.

Amortization of goodwill and other intangibles grew to $149 million in 2002
compared to $131 million in 2001, mostly due to a full year's results for
brands acquired in 2001.

INCOME BEFORE INCOME TAXES AND NET INCOME

Income before income taxes and the cumulative effect of changes in
accounting, increased 15% to $1.3 billion. The cumulative effect of changes in
accounting impacted 2002 with a $2 million after-tax charge resulting from
the company's adoption of Statement of Financial Accounting Standards
("SFAS") No. 133, ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING
ACTIVITIES, with an immaterial impact on diluted earnings per share. The
cumulative effect of changes in accounting for 2001 was a $44 million
after-tax charge, or $.09 per diluted share, resulting from the company's
changes in accounting for revenue recognition relating to the shipping terms
for certain of its product sales, recognition of sales incentives granted to
retailers and recognition of consumer sales incentives. The effective tax
rate for 2002 and 2001 was approximately 38%.

Fiscal 2002 net income was $783 million, or $1.47 per diluted share. Fiscal
2002 diluted earnings per share of $1.47 represents 19% growth over 2001
reported results of $1.24. This represents an 11% growth over 2001 diluted
earnings per share of $1.33 before cumulative effect of changes in accounting.

2001 vs. 2000

                   REPORTING SEGMENT HIGHLIGHTS



DOLLARS IN MILLIONS
                                                                    % CHANGE
                                                                   FROM FISCAL
                                                                      2000
                                                                    EXCLUDING
                                       % CHANGE     FISCAL 2001    FISCAL 2000     % CHANGE
                        FISCAL 2001      FROM        OPERATING    RESTRUCTURING      FROM
SEGMENT                    SALES      FISCAL 2000      PROFIT        CHARGES      FISCAL 2000
                                                                   

Packaged Foods            $11,368          11%         $1,396            4%            40%

Food Ingredients            1,665         (2%)            173           16%            93%

Meat Processing            10,432           2%            181          (22%)           76%
                          -------                      ------
TOTAL FOOD BUSINESS        23,465           6%          1,750            1%            47%

Agricultural Products       3,636           9%            109          (18%)          126%
                          -------                      ------
CONAGRA FOODS TOTAL       $27,101           6%         $1,859             -            50%
- ----------------------------------------------------------------------------------------------



38 ConAgra Foods Annual Report

                                       72


The business environment for the second half of 2001 reflected higher energy
costs and a slowing economy. The company believes that both of these factors
negatively impacted operating results for its reporting segments in 2001.

SALES

Packaged Foods sales grew 11% for the fiscal year to reach $11.4 billion,
largely the result of the acquisition of brands including Chef Boyardee,
Gulden's, Bumble Bee, Libby's, PAM and Louis Kemp from IHF on Aug. 24,
2000. The company invested significantly in numerous new and existing
products in the shelf-stable and frozen foods operations as part of its
strategy to improve future sales growth. Changing inventory levels among its
customer base resulted in slower orders, and therefore lower company sales
than would be expected given improved consumer purchasing trends for some key
items during the year.

Packaged Foods sales were also impacted by growth for several key brands and
product lines, most notably the company's foodservice-focused operations
which offer french fries, specialty meats, seafood and tortillas to this
customer channel. The snacks operations were among the strongest performing
segment operations, posting significant sales gains. The company's frozen
foods operations posted an overall sales decline for the year, largely due to
lower volumes of higher-priced products in the mix of products sold. Although
numerous new frozen products were introduced in 2001, many of them had not
reached a sufficient level of distribution early enough in the fiscal year to
substantially benefit 2001 sales performance. The company's dairy foods
operations, which include aerosol whipped topping, cheese, egg alternatives
and tablespreads, posted a decline in sales reflecting the discontinuation of
certain commodity cheese operations late in 2000, as well as a poor
performance from its tablespreads operations. The poor performance of the
tablespreads operations resulted from a highly competitive environment as
well as unfavorable pricing of products in relation to butter for a large
portion of the fiscal year. Sales for the segment's branded processed meats
operations grew partly in response to recently introduced new products
and increased marketing support for new and existing products.

Excluding brands acquired in the IHF acquisition, the major Packaged Foods
retail brands that posted sales gains in the fiscal year were ACT II, Slim
Jim, Swiss Miss, Reddi-wip, Egg Beaters, Butterball, Armour, Eckrich, Cook's,
Swift and Hebrew National. Hunt's, Banquet, Marie Callender's, Healthy
Choice, Wesson, Peter Pan, Blue Bonnet and Parkay posted sales declines.

Food Ingredients sales declined 2% to $1.7 billion, largely reflecting the
sale of some operations. Sales for the seasonings, blends and flavorings
business grew, largely due to an acquisition completed in the fiscal year.

Meat Processing sales grew 2% for the year to reach $10.4 billion, reflecting
gains for fresh pork and fresh poultry operations. Fresh beef sales declined
modestly compared to 2000, partly due to a loss of capacity from a fire that
destroyed the Garden City, Kansas, processing facility in December 2001.

Agricultural Products sales increased 9% to $3.6 billion for the year,
reflecting improved sales for both the segment's crop inputs operations and
merchandising operations. Sales for the crop inputs operations were higher in
2001, despite an increasingly competitive environment. Sales for the
segment's merchandising operations largely reflect increased activity and
volatility in some key trading sectors.

COST OF GOODS SOLD

The company's cost of goods sold was $23.3 billion for the fiscal year,
compared to $22.2 billion in 2000. Costs of goods sold for 2000 includes $223
million of restructuring-related charges. Gross profit (sales less cost of
goods sold) for 2001 was 15% higher than that of 2000, and 8% higher
excluding restructuring-related charges in 2000. Gross margin (gross profit
as a percent of sales) improved to 14% primarily due to an improved mix of
higher-margin products as a result of the acquisition of IHF, compared with
13% in 2000, and 14% in 2000 excluding restructuring charges. Higher energy
and other input costs impeded gross margin growth, as did lower volumes of
higher-margin products in the mix of products sold at the company's crop
inputs and frozen foods operations.

SG&A

SG&A expenses increased 10% to $2.3 billion for 2001, compared to $2.1
billion in 2000. Excluding restructuring-related charges in 2000 of $76
million, SG&A expenses for 2001 increased 14% primarily as a result of the
acquisition of IHF and substantially increased marketing investment.
Advertising and promotion expense increased at a double-digit rate,
reflecting the company's commitment to building for the future. SG&A expenses
were 8% of sales during 2001, essentially unchanged compared to 2000.

OPERATING PROFIT

Packaged Foods operating profit increased from $998 million in 2000 to $1.4
billion in 2001, due primarily to restructuring and restructuring-related
charges ("restructuring charges") recognized in 2000 that did not recur in
2001. Excluding restructuring charges of $347 million in 2000, operating
profit grew 4%, largely the result of the acquisition of brands including
Chef Boyardee, Gulden's, Bumble Bee, Libby's, PAM, Louis Kemp and others
early in the fiscal year. The company's introduction of and investment in
many new products in the shelf-stable and frozen foods operations slowed the
growth of the


39 ConAgra Foods Annual Report

                                       73


Packaged Foods operating profit for the year. Changing inventory levels among
the company's customer base, which resulted in slower orders, also resulted
in lower profits than would be expected given improved consumer purchasing
trends for some key items during the year.

Packaged Foods operating profit results were also impacted by growth for
several key brands and product lines, as described above in the discussion of
Packaged Foods sales. The company's frozen foods operations and the company's
dairy operations posted overall profit declines for the year, for the reasons
provided above in the discussion of Packaged Foods sales.

Food Ingredient operating profit increased from $90 million in 2000 to $173
million in 2001 due primarily to restructuring charges recognized in 2000
that did not recur in 2001. Excluding restructuring charges of $59 million
in 2000, operating profit increased 16%. While market conditions for the
grain processing operations were difficult, overall segment profits increased
due in part to an acquisition of a vegetable ingredient business, as well as
the favorable disposition of some smaller assets.

Meat Processing operating profit increased from $103 million in 2000 to $181
million in 2001 due to restructuring charges recognized in 2000 that did not
recur in 2001. Excluding restructuring charges of $131 million in 2000,
operating profit decreased 22%, resulting in part from higher input costs for
the company's fresh beef and pork operations. Difficult industry
conditions for the fresh poultry operations also contributed to the segment's
operating profit decrease. Fiscal 2000 showed unusually strong profits for
the company's fresh beef and pork operations during that year, making
difficult comparisons in those business units for most of 2001.

Agricultural Products operating profit increased from $48 million in 2000 to
$109 million in 2001 due to restructuring charges of $85 million recognized
in 2000 that did not recur in 2001. Excluding these restructuring charges in
2000, operating profit declined 18%. Overall segment profitability declined
due to lower profits for the segment's crop inputs operations, which were
negatively impacted by lower volumes of higher-margin customer orders and
expansion-related overhead.

The company's total operating profit for 2001 was $1.9 billion as compared to
$1.2 billion in 2000. Excluding restructuring charges of $621 million in
2000, operating profit in 2001 was essentially flat compared to 2000.

During 2001, the company achieved $180 million of pre-tax cost savings as a
result of the restructuring plan undertaken in 1999 and 2000. These cost
savings positively impacting the company's cost of goods sold and selling,
general and administrative expenses, were more than offset by increased
marketing expense, increased energy costs and weakness in operating results
for some of the company's businesses.

INTEREST EXPENSE AND AMORTIZATION

For 2001, interest expense was $423 million, an increase of 39% over fiscal
2000 amounts, primarily due to financing required for the acquisition of
IHF, as well as greater working capital requirements. Also, as a result of the
acquisition of IHF, amortization of intangibles grew to $131 million in 2001,
compared to $83 million in 2000.

INCOME BEFORE INCOME TAXES AND NET INCOME

Income before income taxes and the cumulative effect of changes in accounting
was $1.1 billion in 2001 as compared to $618 million in 2000. Excluding 2000
restructuring charges of $621 million, income before income taxes and
the cumulative effect of changes in accounting declined 11%. The cumulative
effect of changes in accounting for 2001 was a $44 million after-tax charge,
or $.09 per diluted share, resulting from the company's changes in accounting
for revenue recognition relating to the shipping terms for certain of its
product sales, recognition of sales incentives granted to retailers and
recognition of consumer sales incentives. The effective tax rate for 2001 and
2000 was approximately 38%.

Fiscal 2001 income before the cumulative effect of changes in accounting was
$683 million, or $1.33 per diluted share, compared to 2000 diluted earnings
per share of $.80 ($1.60 per diluted share excluding restructuring charges).
Fiscal 2001 net income was $639 million, or $1.24 per diluted share, compared
with diluted earnings per share of $.80 in 2000, and diluted earnings per
share of $1.60 excluding restructuring charges.

OTHER

On June 22, 2001, the company filed an amended annual report on Form 10-K for
the fiscal year ended May 28, 2000. The filing includes restated financial
information for fiscal years 1997, 1998, 1999 and 2000. The restatement, due
to accounting and conduct matters at the company's United Agri Products
subsidiary, was based upon an investigation undertaken by the company and the
Audit Committee of its Board of Directors. The restatement was principally
related to revenue recognition for deferred delivery sales and vendor
rebates, advance vendor rebates and bad debt reserves. The Securities and
Exchange Commission ("SEC") issued a formal order of nonpublic investigation
dated Sept. 28, 2001. The company is cooperating with the SEC investigation.

40 ConAgra Foods Annual Report

                                       74


LIQUIDITY AND CAPITAL RESOURCES

In January 2002, the SEC issued Financial Reporting Release ("FRR") No. 61
which provides registrants with interpretive guidance regarding additional
disclosures in the areas of obligations and commitments, off-balance sheet
financings, trading activities and related party transactions. The company
has included applicable information within its Management's Discussion &
Analysis with respect to the topics addressed in FRR No. 61.

SOURCES OF LIQUIDITY AND CAPITAL

The company's primary financing objective is to maintain a conservative
balance sheet that provides the flexibility to pursue its growth objectives.
The company primarily uses short-term debt to finance its working capital
needs and a combination of equity and long-term debt to finance noncurrent
assets.

To finance its working capital, the company utilizes cash flows generated
from operations and also borrows short-term (usually less than 30 days
maturity) commercial paper. Commercial paper is reflected in the company's
consolidated balance sheet within notes payable. The company maintains
back-up bank lines of credit at least equal to outstanding commercial paper
borrowings. The company has never needed to use these back-up lines of
credit. The company is in compliance with the credit agreements' financial
covenants. Management believes the company will maintain its current debt
credit rating for the foreseeable future, thus allowing the company's
continued issuance of commercial paper. If the company were unable to access
the short-term commercial paper market, the company would use its bank
revolving credit facilities to provide liquidity. The company has in place a
short-term revolving credit facility of $1.05 billion (expiring in May 2003)
and a longer-term $1.05 billion revolving credit facility (expiring in May
2007) with major domestic and international banks. The interest rates for the
revolving credit facilities are generally .30 to .35 percentage points higher
than the interest rates for commercial paper.

As of the end of 2002, the company had short-term notes payable of $31
million as compared to $2.7 billion at the end of 2001. Short-term notes
payable decreased due to the company's current year refinancing activities,
and the payment of short-term borrowings with cash generated from operating
activities.

The company also funds its short-term financing needs through agreements to
sell interests in pools of trade accounts receivable. As of the end of 2002,
the existing program funded up to $875 million of receivables at any one
time. On June 6, 2002, the company terminated one accounts receivable
securitization program with an availability of $325 million. The accounts
receivable are sold without recourse at a discount, and this cost is included
in selling, general and administrative expenses. Because these accounts
receivable are sold without recourse to unrelated third parties, accounts
receivable balances sold are excluded from the companies consolidated
financial statements. As of the end of 2002, accounts receivable sold totaled
$684 million as compared to $737 million as of the end of 2001. The ability to
sell accounts receivable is, in part, dependent upon the credit quality of the
underlying accounts receivable. Although not anticipated by the company's
management, deterioration of the credit quality of accounts receivable could
impact the company's ability to sell receivables under this program. If the
company were unable to obtain funds through its receivables program, the
company would source its liquidity needs through additional borrowings under
its commercial paper program. The interest rates for commercial paper are
generally less than .10 percentage points higher than the implicit rate for
the accounts receivable sales program.

Debt reduction has been a primary focus of the company during 2002. The
company's overall level of interest-bearing debt totaled $6.0 billion at the
end of 2002, compared to $6.9 billion as of the end of 2001. This 13%
reduction was primarily a result of utilizing cash generated from operating
activities to pay down debt.

During 2002, the company issued $500 million of floating rate senior notes
due September 2003, $500 million of 6% senior notes due September 2006, and
$1 billion of 6.75% senior notes due September 2011. The interest rate
associated with the floating rate senior notes is equal to three-month LIBOR
plus 70 basis points, or approximately 2.6% as of the end of 2002. The net
proceeds were used to reduce outstanding commercial paper borrowings carrying
an average interest rate of 3.8%. The company replaced short-term debt with
long-term debt to protect against potential unfavorable developments in the
short-term credit market, and to take advantage of attractive long-term
interest rates. As of the end of both 2002 and 2001, the company's senior
debt ratings were BBB+ (Fitch), Baa1 (Moody's), and BBB+ (Standard & Poor's),
all investment grade ratings.

During 2002, the company's finance subsidiary, ConAgra Capital, L.C.,
redeemed all 4,000,000 shares of its 9% Series A Cumulative Preferred
Securities and all 10,000,000 shares of its 9.35% Series C Cumulative
Preferred Securities for $350 million, using lower-rate short-term debt to
fund the redemption. The rates associated with the short-term debt used to
fund the redemption are approximately 6 percentage points lower than the
interest rates associated with the redeemed securities. The redemption
resulted in an earnings per share charge of approximately $.01 in 2002. The
cost of the redemption was offset by reduced financing costs in 2002. The
$175 million of Series B


41 ConAgra Foods Annual Report

                                       75


Adjustable Rate Cumulative Preferred Securities were not redeemed by the
company and remain outstanding as of the end of 2002.

As of the end of 2002, the company had interest rate swaps outstanding,
effectively converting $2 billion of its fixed rate debt into floating rate
debt. The company entered into such interest rate swaps to take advantage of
historically low short-term rates, while continuing to maintain long-term
financing.

CASH FLOWS

In fiscal 2002, the company used $40 million of cash, which is the net impact
of $2.4 billion generated from operations, $586 million used in investing
activities and $1.8 billion used in financing activities.

Cash generated from operating activities totaled $2.4 billion for 2002 as
compared to $125 million generated for 2001. The increased cash flow was
primarily due to an effort to reduce trade working capital (accounts
receivable plus inventory less accounts payable, accrued expenses and
advances on sales) and increased net income. Cash flow from operating
activities is one of the company's primary sources of liquidity.

Cash used in investing activities totaled $586 million for 2002, down from
$1.6 billion used in 2001. Investing activities consist primarily of
additions to property, plant and equipment under the company's normal capital
expenditure plan and payments for business acquisitions. Payments for
business acquisitions in the current year of $110 million were significantly
lower than last year due primarily to the acquisition of IHF in 2001 which
resulted in a cash payment of $875 million for that year.

Cash used in financing activities totaled $1.8 billion for 2002, versus cash
generated of $1.5 billion for 2001. During 2002, the company reduced
short-term borrowings by $2.6 billion through a combination of cash generated
from operations and the issuance of approximately $2 billion in long-term
debt. Additionally, the company redeemed $350 million of preferred securities
of a subsidiary with fixed dividend rates ranging from 9% to 9.35%. The
dividend payments associated with the company's preferred securities of a
subsidiary are classified within SG&A. The company issued short-term
borrowings to fund the redemption of these subsidiary preferred securities.
In 2001, cash generated from financing activities related primarily to the
issuance of debt for the acquisition of IHF. Dividends paid during 2002
totaled $483 million as compared to $429 million for 2001.

CERTAIN LEASING ARRANGEMENTS

The company has entered into operating lease arrangements in which the
lessors are characterized as "special purpose entities" ("SPEs"). The SPEs
are used to facilitate financing for leased assets. Accordingly, the assets
held by the SPEs are the assets leased by the company, and the liabilities of
the SPEs are the debt used to finance the leased assets (with the assets
serving as collateral for the debt). These SPEs are not consolidated by the
company as their equity is provided by parties independent of the company in
amounts that are sufficient under applicable accounting principles (i.e.,
equity of at least 3% of total capital) to establish the SPEs as having
independent economic substance apart from the company. In these leasing
arrangements, the funding obligations of the company are limited solely to
the actual lease payments and in some circumstances a guarantee of a portion
of the original value of the leased asset. The company is not obligated in
such agreements to guarantee the continued viability or profitability of the
SPEs. All obligations are included in the "Contractual Obligations" table
below.

The Financial Accounting Standards Board ("FASB") is currently considering
modifying the authoritative accounting literature with respect to SPE leasing
arrangements. Depending on the outcome of the FASB's deliberations in this
area, the company may be required in the future to include the leased assets
and related debt financing in its financial statements for "non-substantive"
SPEs. The company has not completed its assessment of the potential adoption
impact of such literature as the FASB has yet to complete its deliberations
process. However, based on the company's understanding of the FASB's
preliminary views, the company does not believe the impact of the new
literature will be material to the company.

A number of facilities are currently being constructed for use within the
company's Packaged Foods distribution network. The company provided
financing for up to 89% of the cost of construction of these facilities in
fiscal 2002. Upon completion of each facility, the company intends to
lease these facilities from SPEs that are anticipated to have substantive
equity. The SPEs obtained permanent financing and repaid the construction
financing with interest. As of May 26, 2002, the company had advanced
approximately $41 million for construction of these facilities, which is
included in the 2002 financial statements. All such advances were repaid to
the company by Aug. 14, 2002.

OBLIGATIONS AND COMMITMENTS

As part of its ongoing operations, the company enters into arrangements that
obligate the company to make future payments under contracts such as lease
agreements, debt agreements and unconditional purchase obligations (i.e.,


42 ConAgra Foods Annual Report

                                       76


obligations to transfer funds in the future for fixed or minimum quantities of
goods or services at fixed or minimum prices, such as "take-or-pay"
contracts). These arrangements are entered into by the company in its normal
course of business in order to ensure adequate levels of sourced product are
available to the company. Of these items, capital lease and debt obligations,
which total $6.0 billion, are currently recognized as liabilities in the
company's consolidated balance sheet. Operating lease obligations and
unconditional purchase obligations, which total $1.1 billion, are not
recognized as liabilities in the company's consolidated balance sheet in
accordance with generally accepted accounting principles.

A summary of the company's contractual obligations at the end of 2002, is as
follows:



DOLLARS IN MILLIONS                   PAYMENTS DUE BY PERIOD

CONTRACTUAL                     LESS THAN 1                             AFTER 5
OBLIGATIONS             TOTAL      YEAR       2-3 YEARS  4-5 YEARS       YEARS
                                                        
Long-Term Debt        $6,005.5    $209.0       $ 883.4    $1,218.7     $3,694.4

Lease Obligations        741.2     121.6         176.8       136.4        306.4

Unconditional
 Purchase
 Obligations             402.3      73.3         158.4        72.9         97.7
                      --------    ------      --------    --------     --------
Total Cash
 Obligations          $7,149.0    $403.9      $1,218.6    $1,428.0     $4,098.5
- ----------------------------------------------------------------------------------


In addition to the above contractual obligations, as part of its ongoing
operations, the company enters into certain arrangements that obligate the
company to make future payment only upon the occurrence of a future event
that will result in the company making a cash payment (e.g., guarantee debt
or lease payments of a third party should the third party be unable to
perform). The following commercial commitments are not recognized as
liabilities in the company's consolidated balance sheet in accordance with
generally accepted accounting principles. A summary of the company's other
commercial commitments, including commitments associated with equity method
investments at the end of 2002, is as follows:



DOLLARS IN MILLIONS           AMOUNT OF COMMITMENT EXPIRATION PER PERIOD

OTHER COMMERCIAL                LESS THAN 1                             AFTER 5
COMMITMENTS             TOTAL      YEAR       2-3 YEARS  4-5 YEARS       YEARS
                                                        
Guarantees            $  18.0     $  4.5       $  2.3     $ 11.2       $     -

Other
 Commitments             83.3       16.8         19.9       12.4          34.2
                      -------     ------       ------     ------       -------
Total
 Commitments          $ 101.3     $ 21.3       $ 22.2     $ 23.6       $  34.2
- ----------------------------------------------------------------------------------



TRADING ACTIVITIES

The company accounts for certain contracts (e.g., "physical" commodity
purchase / sale contracts and derivative contracts) at fair value. The
company considers a portion of these contracts to be its "trading"
activities; specifically, those contracts that do not qualify for hedge
accounting under SFAS No. 133. The table below summarizes the changes in
trading assets and liabilities for 2002:



DOLLARS IN MILLIONS
                                                                       

Net asset (liability) outstanding as of May 27, 2001, at fair value         $36.2

Contracts settled during the period (1)                                     (25.7)

Changes in fair value of contracts outstanding as of May 26, 2002 (2)        22.0

Changes attributable to changes in valuation techniques
  and assumptions                                                               -
                                                                            -----
Net asset (liability) outstanding as of May 26, 2002, at fair value         $32.5
- -------------------------------------------------------------------------------------



(1) Includes contracts outstanding at May 27, 2001, and contracts entered
    into and settled during the period.

(2) Includes option premiums paid and received.

The following table represents the fair value and scheduled maturity dates of
such contracts outstanding as of May 26, 2002:



                                             FAIR VALUE OF CONTRACTS AS OF
                                                       MAY 26, 2002
DOLLARS IN MILLIONS                              NET ASSET / (LIABILITY)
                                          MATURITY LESS   MATURITY   TOTAL FAIR
SOURCE OF FAIR VALUE                       THAN 1 YEAR   1-3 YEARS      VALUE
                                                            

Prices actively quoted
  (i.e., exchange-traded contracts)         $  11.8        $  .2        $12.0

Prices provided by other external
  sources (i.e., non-exchange-
  traded contracts)                            17.6          2.9         20.5

Prices based on models and other
  valuation models (i.e., non-exchange-
  traded contracts)                               -            -            -
                                            -------        -----        -----
Total fair value                            $  29.4        $ 3.1        $32.5
- -----------------------------------------------------------------------------------


In order to minimize the risk of loss associated with non-exchange-traded
transactions with counterparties, the company utilizes established credit
limits and performs ongoing counterparty credit evaluations.

The above tables exclude commodity-based contracts entered into in the normal
course of business, including "physical" contracts to buy or sell commodities
at agreed-upon fixed prices, as well as derivative contracts (e.g., futures
and options) used primarily to hedge an existing asset or liability (e.g.,
inventory) or an anticipated transaction (e.g., purchase of inventory). The
use of such contracts is not considered by the company to be "trading"
activities as these contracts are considered either normal purchase and sale
contracts or hedging contracts.


43 ConAgra Foods Annual Report

                                       77


CRITICAL ACCOUNTING POLICIES

In December 2001, the SEC issued FRR No. 60, concerning "critical" accounting
policies. FRR No. 60 defines a critical accounting policy as a policy that is
both important to the portrayal of a company's financial condition and
results and requires significant or complex judgments on the part of
management. The company has included the following information with respect
to the topics addressed in FRR No. 60.

The process of preparing financial statements requires the use of estimates
on the part of management. The estimates used by management are based on the
company's historical experiences combined with management's understanding of
current facts and circumstances. Certain of the company's accounting policies
are considered critical as they are both important to the portrayal of the
company's financial condition and results and require significant or complex
judgment on the part of management. The following is a summary of certain
accounting policies considered critical by management of the company.

ALLOWANCE FOR DOUBTFUL ACCOUNTS - The company's allowance for doubtful
accounts reflects reserves for customer receivables to reduce receivables to
amounts expected to be collected. Management uses significant judgment in
estimating uncollectible amounts. In estimating uncollectible amounts,
management considers factors such as current overall economic conditions,
industry-specific economic conditions, historical customer performance and
anticipated customer performance. While management believes the company's
processes effectively address its exposure for doubtful accounts, changes in
the economy, industry or specific customer conditions may require adjustment
to the allowance for doubtful accounts recorded by the company.

MARKETING COSTS - The company incurs certain costs to promote its products
through marketing programs that include advertising, retailer incentives and
consumer incentives. The company expenses each of these types of marketing
costs in accordance with applicable authoritative accounting literature. The
judgment required in determining when marketing costs are incurred can be
significant. For volume-based incentives provided to retailers, management
must continually assess the likelihood of the retailer achieving the
specified targets. Similarly, for consumer coupons, management must estimate
the level at which coupons will be redeemed by consumers in the future.
Estimates made by management in accounting for marketing costs are based
primarily on the company's historical experience with marketing programs, with
consideration given to current circumstances and industry trends. As these
factors change, management's estimates could change and the company could
recognize different amounts of marketing costs over different periods of time.

INVENTORY VALUATION - Management reviews its inventory balances to determine
if inventories can be sold at amounts equal to or greater than their carrying
amounts. The review includes identification of slow-moving inventories,
obsolete inventories and discontinued products or lines of products. The
identification process includes historical performance of the inventory,
current operational plans for the inventory, as well as industry and customer-
specific trends. If the company's actual results differ from management
expectations with respect to the selling of its inventories at amounts equal
to or greater than their carrying amounts, the company would be required to
adjust its inventory balances accordingly.

ENVIRONMENTAL LIABILITIES - Environmental liabilities are accrued when it is
probable that obligations have been incurred and the associated amounts can
be reasonably estimated. Management works with independent third-party
specialists in order to effectively assess the company's environmental
liabilities. Management estimates the company's environmental liabilities
based on evaluation of investigatory studies, extent of required cleanup, the
known volumetric contribution of the company and other potentially
responsible parties, and its experience in remediating sites. Environmental
liability estimates may be affected by changing governmental or other
external determinations of what constitutes an environmental liability or an
acceptable level of cleanup. Management's estimate as to its potential
liability is independent of any potential recovery of insurance proceeds or
indemnification arrangements. Insurance companies and other indemnitors are
notified of any potential claims, and periodically updated as to the general
status of known claims. The company does not discount its environmental
liabilities as the timing of the anticipated cash payments is not fixed or
readily determinable. To the extent that there are changes in the evaluation
factors identified above, management's estimate of environmental liabilities
may also change.

EMPLOYMENT-RELATED BENEFITS - The company incurs certain employment-related
expenses associated with pensions, postretirement health care benefits and
workers' compensation. In order to measure the expense associated with these
employment-related benefits, management must make a variety of estimates
including discount rates used to value certain liabilities, assumed rates of
return on assets set aside to fund these expenses, compensation increases,
employee turnover rates, anticipated mortality rates, anticipated healthcare
costs and employee accidents incurred but not yet reported to the company.
The estimates used by management are based on the company's historical
experience as well as current facts and circumstances. The company uses
third-party specialists to assist management in appropriately measuring the
expense associated with these employment-related benefits. Different
estimates used by management could result in the company recognizing
different amounts of expense over different periods of time.


44 ConAgra Foods Annual Report

                                       78


Due to the long-term nature of pension plans, several assumptions must be
made to appropriately account for those plans. One important assumption is the
expected rate of return on plan assets. High returns on plan assets result in
lower pension expense, and thus higher company profits. Low returns on plan
assets result in higher pension expense, and thus lower company profits.

On a trailing 5-year and a trailing 10-year basis, the company's actual
returns on plan assets have slightly exceeded the fiscal 2002 estimated
long-term rate of return of 9.25%. The company believes the expected return
rate to be reported in the fiscal 2003 financial results will be lower
than 9.25% due to the recent weak performance of equities and bonds, and the
expectation that more modest returns will be obtained in the near future. The
accounting requirements for pensions call for amortization of gains and
losses over several years, so there is a lag time between the market's
performance and its impact on plan results. For every 1% reduction in the
expected rate of return on plan assets, annual pension expense increases by
approximately $15 million.

RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2001, the FASB issued SFAS No. 141, BUSINESS COMBINATIONS, and SFAS
No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS, which establish accounting and
reporting requirements for business combinations. SFAS No. 141 requires all
business combinations entered into subsequent to June 30, 2001, to be
accounted for using the purchase method of accounting. SFAS No. 142 provides
that goodwill and other intangible assets with indefinite lives will not be
amortized, but will be tested for impairment of value on an annual basis.
SFAS No. 142 is effective for fiscal years beginning after Dec. 15, 2001. The
company will adopt SFAS No. 142 at the beginning of its fiscal 2003. The
company believes the adoption of SFAS No. 142 will result in a diluted
earnings per share increase of approximately $.15 for fiscal 2003 as a result
of the company discontinuing the amortization of goodwill and other
intangible assets with indefinite lives. As part of the adoption of SFAS No.
142, the company is required to test goodwill and other intangible assets for
impairment at the beginning of fiscal 2003. The company has not yet completed
its assessment of the adoption impact, if any, of the initial impairment test.

In August 2001, the FASB issued SFAS No. 143, ACCOUNTING FOR ASSET RETIREMENT
OBLIGATIONS. This statement requires the company to recognize the fair value
of a liability associated with the cost the company would be obligated to
incur in order to retire an asset at some point in the future. The liability
would be recognized in the period in which it is incurred and can be
reasonably estimated. The standard is effective for fiscal years beginning
after June 15, 2002. The company expects to adopt this standard at the
beginning of its fiscal 2004. The company has not yet completed its
assessment of the anticipated adoption impact, if any, of SFAS No.143.

Additionally, in October 2001, the FASB issued SFAS No. 144, ACCOUNTING FOR
THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. SFAS No. 144 develops an
accounting model, based upon the framework established in SFAS No. 121, for
long-lived assets to be disposed of by sales. The accounting model applies to
all long-lived assets, including discontinued operations, and it replaces the
provisions of Accounting Principles Board ("APB") Opinion No. 30, REPORTING
RESULTS OF OPERATIONS - REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A
BUSINESS AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND
TRANSACTIONS, for disposal of segments of a business. SFAS No. 144 requires
long-lived assets to be measured at the lower of carrying amount or fair
value less costs to sell, whether reported in continuing operations or in
discontinued operations. The statement is effective for fiscal years
beginning after Dec. 15, 2001. The company intends to adopt this standard
at the beginning of its fiscal 2003. The company believes the anticipated
adoption impact of SFAS No. 144 will not be material.

RELATED PARTY TRANSACTIONS

ConAgra Foods enters into many lease agreements for land, buildings and
equipment at competitive market rates, and some of the lease arrangements are
with Opus Corporation or its affiliates ("Opus"). Mark Rauenhorst, a director
of ConAgra Foods, is a beneficial owner and director of Opus. The agreements
with Opus relate to the leasing of land and buildings for ConAgra Foods.
ConAgra Foods occupies the buildings pursuant to long-term leases with Opus,
some of which contain various termination rights and purchase options. Leases
effective in fiscal 2002 require annual lease payments by ConAgra Foods of
approximately $19 million. Opus had revenues of approximately $1.3 billion in
2001. ConAgra Foods has leased or expects to lease additional facilities,
which are under construction or recently completed, in fiscal 2003 from Opus
with annual lease payments of approximately $2.4 million. The lease payments
will include the lessor's borrowing costs for construction funds. In fiscal
2002, at ConAgra Foods' request, the company provided construction financing
at its short-term borrowing rates, which were lower rates than the lessor
would obtain from other lending sources. The construction financing for each
facility is provided for a period of less than a year, secured by a mortgage
on the facility, and repaid in full to the company following the commencement
of the lease. During fiscal 2002, the construction financing provided by the
company to Opus totaled approximately $41 million; all such amounts were
repaid by Aug. 14, 2002.

45 ConAgra Foods Annual Report

                                       79


MARKET RISK

The principal market risks affecting the company are exposures to price
fluctuations of commodity and energy inputs, interest rates and foreign
currencies.

COMMODITIES - The company purchases commodity inputs such as wheat, corn,
oats, soybean meal, soybean oil, cattle, hogs, energy and packaging materials
to be used in its operations. These commodities are subject to price
fluctuations which may create price risk. The company enters into commodity
hedges to manage this price risk using physical forward contracts or
derivative instruments. ConAgra Foods has policies governing the hedging
instrument its businesses may use. These policies include limiting the dollar
risk exposure for each of its businesses. The company also monitors the
amount of associated counter-party credit risk for all non-exchange-traded
transactions. In addition, the company purchases and sells certain
commodities such as wheat, corn, soybeans, soybean meal, soybean oil, oats
and energy in its trading operations. The company's trading activities are
limited in terms of maximum dollar exposure and monitored to ensure
compliance.

The following table presents one measure of market risk exposure using
sensitivity analysis. Sensitivity analysis is the measurement of potential
loss of fair value resulting from a hypothetical change of 10% in market
prices. Actual changes in market prices may differ from hypothetical changes.
In reality, as markets move, the company actively manages its risk and adjusts
hedging strategies as appropriate. Fair value was determined using quoted
market prices and was based on the company's net derivative position by
commodity at each quarter end during the fiscal year. The market risk
exposure analysis excludes the underlying commodity positions that are being
hedged. The commodities hedged have a high inverse correlation to price
changes of the derivative commodity instrument.

Effect of 10% Change in Market Prices




DOLLARS IN MILLIONS                                     2002            2001
                                                                
PROCESSING ACTIVITIES
 Grains/Food
  High                                                 $44.4           $43.3
  Low                                                   25.0            25.5
  Average                                               33.8            33.0
 Meats
  High                                                  21.2            56.4
  Low                                                    7.7             3.4
  Average                                               12.7            23.4
 Energy
  High                                                  12.3            16.9
  Low                                                    8.8             8.4
  Average                                               10.4            12.2
TRADING ACTIVITIES
 Grains
  High                                                  14.1            19.0
  Low                                                    1.2             9.8
  Average                                                6.3            12.2
 Meats
  High                                                   7.6             2.7
  Low                                                    1.0              .4
  Average                                                3.8             1.4
 Energy
  High                                                   7.7             5.1
  Low                                                     .5             4.0
  Average                                                3.1             4.7
- ---------------------------------------------------------------------------------


INTEREST RATES - The company uses interest rate swaps to manage the effect of
interest rate changes on a portion of its debt. During 2002, the company
entered into interest rate swap agreements, effectively changing the interest
rate on $2.0 billion of its debt from a fixed rate to a floating rate. As of
the end of 2002, the fair value of the interest rate swap agreements
recognized in prepaid expenses and other current assets was $29.4 million.
During 2001, the company did not enter into any interest rate swap
agreements. A one percentage point increase/decrease in interest rates would
have decreased/increased the fair value of the interest rate swap agreements
by approximately $89 million as of the end of 2002.


46 ConAgra Foods Annual Report

                                       80


As of the end of 2002, the fair value of the company's fixed rate debt was
estimated at $5.86 billion, based on current market rates primarily provided
by outside investment advisors. As of the end of 2002, a one percentage point
increase in interest rates would decrease the fair value of the company's
fixed rate debt by approximately $383 million, while a one percentage point
decrease in interest rates would increase the fair value of the company's
fixed rate debt by approximately $437 million. With respect to the company's
floating rate debt, a one percentage point change in interest rates would
have impacted net interest expense by approximately $14 million for 2002.

FOREIGN OPERATIONS - In order to reduce exposures related to changes in
foreign currency exchange rates, the company may enter into forward exchange
or option contracts for transactions denominated in a currency other than the
functional currency for certain of its processing and trading operations.
This activity primarily relates to hedging against foreign currency risk in
purchasing inventory, capital equipment, sales of finished goods and future
settlement of foreign denominated assets and liabilities.

The following table presents one measure of market risk exposure using
sensitivity analysis for the company's processing operations. Sensitivity
analysis is the measurement of potential loss of fair value resulting from a
hypothetical change of 10% in exchange rates. Actual changes in exchange
rates may differ from hypothetical changes. Fair value was determined using
quoted exchange rates and was based on the company's net foreign currency
position at each quarter end during the fiscal year. The market risk exposure
analysis excludes the underlying foreign denominated transactions that are
being hedged. The currencies hedged have a high inverse correlation to
exchange rate changes of the foreign currency derivative instrument.

Effect of 10% Change in Exchange Rates



DOLLARS IN MILLIONS                                     2002            2001
                                                                

PROCESSING BUSINESSES
  High                                                 $17.1           $13.3
  Low                                                    8.6             2.3
  Average                                               13.7             9.6
- --------------------------------------------------------------------------------


The market risk exposure related to the company's trading operations is not
material to the company's results of operations or financial position.

FORWARD-LOOKING STATEMENTS

Management's Discussion & Analysis contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based on management's current expectations and are
subject to uncertainty and changes in circumstances. Future economic
circumstances, industry conditions, company performance and financial
results, availability and prices of raw materials, product pricing,
competitive environment and related market conditions, operating
efficiencies, access to capital, actions of governments and regulatory
factors affecting the company's businesses are examples of factors, among
others, that could cause results to differ materially from those described in
the forward-looking statements.


47 ConAgra Foods Annual Report

                                       81


CONSOLIDATED STATEMENTS OF EARNINGS
ConAgra Foods, Inc. and Subsidiaries



                                                                                      For the fiscal years ended May

DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS                                      2002             2001             2000
                                                                                                        
Net sales                                                                       $27,629.6        $27,100.5        $25,484.5

Costs and expenses

  Cost of goods sold                                                             23,536.5         23,311.7         22,182.9

  Selling, general and administrative expenses                                    2,423.4          2,261.4          2,058.0

  Interest expense                                                                  401.5            423.3            303.8

  Restructuring/Impairment charges                                                      -                -            322.2
                                                                                ---------        ---------        ---------
                                                                                 26,361.4         25,996.4         24,866.9
                                                                                ---------        ---------        ---------

Income before income taxes and cumulative effect of changes in accounting         1,268.2          1,104.1            617.6

Income taxes                                                                        483.2            421.6            235.3
                                                                                ---------        ---------        ---------

Income before cumulative effect of changes in accounting                            785.0            682.5            382.3

Cumulative effect of changes in accounting                                           (2.0)           (43.9)               -
                                                                                ---------        ---------        ---------
NET INCOME                                                                      $   783.0        $   638.6        $   382.3
- -------------------------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE - BASIC

  Income before cumulative effect of changes in accounting                      $    1.48        $    1.33        $     .80

  Cumulative effect of changes in accounting                                            -             (.09)               -
                                                                                ---------        ---------        ---------
  NET INCOME                                                                    $    1.48        $    1.24        $     .80
- -------------------------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE - DILUTED

  Income before cumulative effect of changes in accounting                      $    1.47        $    1.33        $     .80

  Cumulative effect of changes in accounting                                            -             (.09)               -
                                                                                ---------        ---------        ---------
  NET INCOME                                                                    $    1.47        $    1.24        $     .80
- -------------------------------------------------------------------------------------------------------------------------------


The accompanying notes are an integral part of the consolidated financial
statements.


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
ConAgra Foods, Inc. and Subsidiaries



                                                                                      For the fiscal years ended May

DOLLARS IN MILLIONS                                                               2002             2001             2000
                                                                                                        
NET INCOME                                                                      $   783.0        $   638.6        $   382.3
 Other comprehensive income (loss)
  Cumulative effect of change in accounting                                         (24.6)               -                -
  Derivative adjustment, net                                                          5.1                -                -
  Currency translation adjustment                                                     3.0            (17.6)           (37.2)
  Minimum pension liability                                                         (15.3)               -                -
                                                                                ---------        ---------       ----------
COMPREHENSIVE INCOME                                                            $   751.2        $   621.0       $    345.1
- -------------------------------------------------------------------------------------------------------------------------------


The accompanying notes are an integral part of the consolidated financial
statements.


48 ConAgra Foods Annual Report

                                       82


CONSOLIDATED BALANCE SHEETS
ConAgra Foods, Inc. and Subsidiaries



                                                                                                      MAY 26        May 27
DOLLARS IN MILLIONS                                                                                    2002           2001
                                                                                                            
ASSETS
Current assets
  Cash and cash equivalents                                                                          $   157.9      $   198.1
  Receivables, less allowance for doubtful accounts of $104.4 and $100.5                               1,393.6        1,605.4
  Inventories                                                                                          4,304.7        5,071.4
  Prepaid expenses and other current assets                                                              577.7          487.7
                                                                                                     ---------      ---------
    Total current assets                                                                               6,433.9        7,362.6
                                                                                                     ---------      ---------

Property, plant and equipment
  Land and land improvements                                                                             308.6          286.3
  Buildings, machinery and equipment                                                                   5,889.1        5,616.0
  Furniture, fixtures, office equipment and other                                                        671.4          640.3
  Construction in progress                                                                               306.9          308.5
                                                                                                     ---------      ---------
                                                                                                       7,176.0        6,851.1
  Less accumulated depreciation                                                                       (3,282.1)      (2,966.4)
                                                                                                     ---------      ---------
    Property, plant and equipment, net                                                                 3,893.9        3,884.7
                                                                                                     ---------      ---------

Brands, trademarks and goodwill, at cost less accumulated amortization of $1,027.5 and $878.7          4,747.6        4,840.2
Other assets                                                                                             420.8          393.3
                                                                                                     ---------      ---------
                                                                                                     $15,496.2      $16,480.8
- --------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Notes payable                                                                                      $    30.9      $ 2,677.1
  Current installments of long-term debt                                                                 209.0          123.1
  Accounts payable                                                                                     2,165.3        2,289.8
  Advances on sales                                                                                      374.8          349.0
  Accrued payroll                                                                                        316.4          249.7
  Other accrued liabilities                                                                            1,217.0        1,246.9
                                                                                                     ---------      ---------
    Total current liabilities                                                                          4,313.4        6,935.6
                                                                                                     ---------      ---------
Senior long-term debt, excluding current installments                                                  4,991.6        3,359.5
Other noncurrent liabilities                                                                             955.9          927.5
Subordinated debt                                                                                        752.1          750.0
Preferred securities of subsidiary company                                                               175.0          525.0
Commitments and contingencies
Common stockholders' equity
  Common stock of $5 par value, authorized 1,200,000,000 shares;
   issued 565,509,607 and 565,337,949                                                                  2,827.5        2,826.7
  Additional paid-in capital                                                                             737.2          682.5
  Retained earnings                                                                                    1,821.9        1,534.8
  Accumulated other comprehensive income (loss)                                                         (152.5)        (120.7)
  Less treasury stock, at cost, common shares of 28,469,119 and 28,270,610                              (676.8)        (672.9)
                                                                                                     ---------      ---------
                                                                                                       4,557.3        4,250.4
  Less unearned restricted stock and value of 9,903,931 and 12,787,862
   common shares held in Employee Equity Fund                                                           (249.1)        (267.2)
                                                                                                     ---------      ---------
    Total common stockholders' equity                                                                  4,308.2        3,983.2
                                                                                                     ---------      ---------
                                                                                                     $15,496.2      $16,480.8
- --------------------------------------------------------------------------------------------------------------------------------


The accompanying notes are an integral part of the consolidated financial
statements.


49 ConAgra Foods Annual Report

                                       83


CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY
ConAgra Foods, Inc. and Subsidiaries



                                                          For the fiscal years ended May

                                                                                  Accumulated                   EEF*
                                                           Additional               Other                      Stock
                                        Common     Common    Paid-in   Retained  Comprehensive   Treasury       and
COLUMNAR AMOUNTS IN MILLIONS            Shares     Stock     Capital   Earnings  Income/(loss)     Stock       Other     Total
                                                                                               

BALANCE AT MAY 30, 1999                  519.6   $2,598.2   $  219.4   $1,325.1    $  (65.9)    $ (749.9)    $ (462.8)  $2,864.1
Stock option and incentive plans            .5        2.4       11.8                               (10.3)        31.3       35.2
Fair market valuation of EEF shares                            (70.0)                                            70.0          -
Shares issued for acquisitions             4.0       20.1      (13.7)      13.4                                             19.8
Currency translation adjustment                                                       (37.2)                               (37.2)
Dividends declared on
 common stock, $.789 per share                                           (375.5)                                          (375.5)
Net income                                                                382.3                                            382.3
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MAY 28, 2000                  524.1    2,620.7      147.5    1,345.3      (103.1)      (760.2)      (361.5)   2,888.7
Stock option and incentive plans            .2         .9      (53.5)        .1                     87.3         39.6       74.4
Fair market valuation of EEF shares                            (54.7)                                            54.7          -
Shares issued for acquisitions            41.0      205.1      643.2                                                       848.3
Currency translation adjustment                                                       (17.6)                               (17.6)
Dividends declared on
 common stock, $.879 per share                                           (449.2)                                          (449.2)
Net income                                                                638.6                                            638.6
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MAY 27, 2001                  565.3    2,826.7      682.5    1,534.8      (120.7)      (672.9)      (267.2)   3,983.2
Stock option and incentive plans            .2         .8       26.7         .3                     (3.9)        46.1       70.0
Fair market valuation of EEF shares                             28.0                                            (28.0)         -
Currency translation adjustment                                                         3.0                                  3.0
Cumulative effect of change in
 accounting                                                                           (24.6)                               (24.6)
Derivative adjustment, net                                                              5.1                                  5.1
Minimum pension liability                                                             (15.3)                               (15.3)
Retirement of subsidiary preferred
 securities                                                                (6.7)                                            (6.7)
Dividends declared on
 common stock, $.930 per share                                           (489.5)                                          (489.5)
Net income                                                                783.0                                            783.0
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MAY 26, 2002                  565.5  $2,827.5   $   737.2   $1,821.9    $ (152.5)    $ (676.8)    $ (249.1)  $4,308.2
- ----------------------------------------------------------------------------------------------------------------------------------


The accompanying notes are an integral part of the consolidated financial
statements.
* Employee Equity Fund (Note 12)


50 ConAgra Foods Annual Report

                                       84


CONSOLIDATED STATEMENTS OF CASH FLOWS
ConAgra Foods, Inc. and Subsidiaries



                                                                                         For the fiscal years ended May

DOLLARS IN MILLIONS                                                                  2002              2001              2000
                                                                                                               
Cash flows from operating activities

Net income                                                                        $  783.0          $  638.6           $  382.3

  Adjustments to reconcile net income to net cash from
    operating activities
      Depreciation                                                                   474.4             462.4              453.8
      Goodwill and other amortization                                                148.8             130.5               82.7
      Restructuring and other restructuring-related charges (including
       accelerated depreciation)                                                         -                 -              621.4
      Cumulative effect of changes in accounting                                       2.0              43.9                  -
      Other noncash items (includes nonpension postretirement benefits)              131.2             175.5               49.9
      Change in assets and liabilities before effects from business
       combinations
        Receivables                                                                  169.5            (410.8)              69.9
        Inventories and prepaid expenses                                             658.4            (597.3)            (325.3)
        Accounts payable and accrued liabilities                                     (17.8)           (318.2)            (643.7)
                                                                                  --------          --------           --------
          NET CASH FLOWS FROM OPERATING ACTIVITIES                                 2,349.5             124.6              691.0
                                                                                  --------          --------           --------
Cash flows from investing activities
  Additions to property, plant and equipment                                        (530.6)           (559.7)            (539.3)
  Payment for business acquisitions                                                 (110.0)         (1,107.2)            (390.1)
  Sale of businesses and property, plant and equipment                                22.4             125.3              154.6
  Notes receivable and other items                                                    32.4             (26.5)             (36.6)
                                                                                  --------          --------           --------
          NET CASH FLOWS FROM INVESTING ACTIVITIES                                  (585.8)         (1,568.1)            (811.4)
                                                                                  --------          --------           --------
Cash flows from financing activities
  Net short-term borrowings (repayments)                                          (2,646.2)          1,421.5              402.7
  Proceeds from issuance of long-term debt                                         1,997.5           1,663.7               33.1
  Repayment of long-term debt                                                       (300.4)            (21.7)             (32.6)
  Changes in amounts sold under the accounts receivable securitization, net          (53.1)            (77.0)             165.0
  Redemption of preferred securities of subsidiary                                  (350.0)                -                  -
  Cash dividends paid                                                               (482.9)           (429.2)            (375.0)
  Repayment of acquired company's debt                                                   -          (1,114.3)                 -
  Other items                                                                         31.2              41.0               22.0
                                                                                  --------          --------           --------
          NET CASH FLOWS FROM FINANCING ACTIVITIES                                (1,803.9)          1,484.0              215.2
                                                                                  --------          --------           --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 (40.2)             40.5               94.8
Cash and cash equivalents at beginning of year                                       198.1             157.6               62.8
                                                                                  --------          --------           --------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                          $  157.9          $  198.1           $  157.6
- ----------------------------------------------------------------------------------------------------------------------------------


The accompanying notes are an integral part of the consolidated financial
statements.


51 ConAgra Foods Annual Report

                                       85


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ConAgra Foods, Inc. and Subsidiaries

Years ended May 26, 2002, May 27, 2001, and May 28, 2000
COLUMNAR AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FISCAL YEAR - The fiscal year of ConAgra Foods, Inc. ("ConAgra Foods" or the
"company") ends the last Sunday in May. The fiscal years for the consolidated
financial statements presented consist of 52-week periods for fiscal years
2002, 2001 and 2000.

The accounts of two wholly-owned subsidiaries, ConAgra Fertilizer Company and
United Agri Products, Inc., have been consolidated on the basis of a year
ending in February. Such fiscal period corresponds with those companies'
natural business year.

BASIS OF CONSOLIDATION - The consolidated financial statements include the
accounts of ConAgra Foods, Inc. and all majority-owned subsidiaries. The
investments in and the operating results of 50%-or-less-owned entities not
required to be consolidated are included in the financial statements on the
basis of the equity method of accounting. All significant intercompany
investments, accounts and transactions have been eliminated.

INVENTORIES - The company principally uses the lower of cost, determined
using the first-in, first-out method, or market for valuing inventories not
hedged. Grain, flour and major feed ingredient inventories are hedged to the
extent practicable and are principally stated at market, including adjustment
to market of open contracts for purchases and sales. Short-term interest
expense incurred to finance hedged inventories is included in cost of goods
sold in order to properly reflect gross profits on hedged transactions.

LONG-LIVED ASSETS AND INTANGIBLE ASSETS - Property, plant and equipment are
carried at cost. Depreciation has been calculated using primarily the
straight-line method over the estimated useful lives of the respective
classes of assets as follows:

                                                   
Land Improvements                                       1 - 40 years
Buildings                                              15 - 40 years
Machinery and equipment                                 5 - 20 years
Furniture, fixtures, office equipment and other         5 - 15 years




Goodwill, brands and trademarks are amortized using the straight-line method,
principally over a period of 40 years.

The company assesses the recoverability of long-lived assets and associated
goodwill, as well as certain identifiable intangibles, whenever events or
changes in circumstances indicate the carrying amount of an asset may not be
recoverable. The company considers continued operating losses, or significant
and long-term changes in business conditions, to be its primary indicators of
potential impairment. When future undiscounted cash flows of assets are
estimated to be insufficient to recover their related carrying value, an
impairment loss is recognized based on the difference between the fair value
and carrying value of the assets.

Recoverability of goodwill not associated with long-lived assets is evaluated
based on management's estimates of future undiscounted operating profit
associated with the acquired business.

DERIVATIVE INSTRUMENTS - The company uses derivatives (e.g., futures and
options) for the purpose of hedging exposure to changes in commodity prices,
interest rates and foreign currency exchange rates. The fair value of each
derivative is recognized in the balance sheet within current assets or
current liabilities. Changes in the fair value of derivatives are recognized
immediately in the income statement for derivatives that do not qualify for
hedge accounting. For derivatives designated as a hedge and used to hedge an
existing asset or liability (e.g., inventory), both the derivative and hedged
item are recognized at fair value within the balance sheet with the changes
in both of these fair values being recognized immediately in the income
statement. For derivatives designated as a hedge and used to hedge an
anticipated transaction (e.g., future purchase of inventory), changes in the
fair value of the derivatives are deferred in the balance sheet within
accumulated other comprehensive income to the extent the hedge is effective
in mitigating the exposure to the related anticipated transaction. Any
ineffectiveness associated with the hedge is recognized immediately in the
income statement. Amounts deferred within accumulated other comprehensive
income are recognized in the income statement upon the completion of the
related hedged transaction.

FAIR VALUES OF FINANCIAL INSTRUMENTS - Unless otherwise specified, the
company believes the carrying value of financial instruments approximates
their fair value.

ENVIRONMENTAL LIABILITIES - Environmental liabilities are accrued when it is
probable that obligations have been incurred and the associated amounts can
be reasonably estimated. Such liabilities are adjusted as new information


52 ConAgra Foods Annual Report

                                       86


develops or circumstances change. The company does not discount its
environmental liabilities as the timing of the anticipated cash payments is
not fixed or readily determinable.

EMPLOYMENT-RELATED BENEFITS - Employment-related benefits associated with
pensions, postretirement health care benefits and workers' compensation are
expensed as such benefits are earned by applicable employees. The recognition
of expense is significantly impacted by estimates made by management such as
discount rates used to value certain liabilities, future health costs
and employee accidents incurred but not yet reported. The company uses
third-party specialists to assist management in appropriately measuring the
expense associated with employment-related benefits.

REVENUE RECOGNITION - Revenue is recognized when title and risk of loss are
transferred to customers upon delivery based on terms of sale. Revenue is
recognized as the net amount to be received after deducting estimated amounts
for discounts, trade allowances and product returns.

NET SALES - Gross profits earned from commodity trading activities, which are
included in net sales, total $161.4 million, $278.6 million and $148.0 million
for fiscal 2002, 2001 and 2000, respectively.

Sales and cost of goods sold, if reported on a gross basis for these
activities, would be increased by $10.5 billion, $12.0 billion and $7.7
billion for fiscal 2002, 2001 and 2000, respectively.

MARKETING COSTS - The company incurs various types of marketing costs in
order to promote its products, including retailer incentives and consumer
incentives. The company expenses each of these types of marketing costs as
incurred. In addition, the company incurs advertising costs which are expensed
in the year incurred.

COMPREHENSIVE INCOME - Comprehensive income includes net income, currency
translation adjustments, certain derivative-related activity and changes in
the minimum pension liability. ConAgra Foods deems its foreign investments to
be permanent in nature and does not provide for taxes on currency translation
adjustments arising from converting the investment in a foreign currency to
U.S. dollars. There are no reclassification adjustments to be reported in
periods presented, with respect to foreign investments.

ACCOUNTING CHANGES - As of the beginning of the current fiscal year, the
company adopted Statement of Financial Accounting Standards ("SFAS") No. 133,
ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES, and
its related amendment, SFAS No. 138, ACCOUNTING FOR CERTAIN DERIVATIVE
INSTRUMENTS AND CERTAIN HEDGING ACTIVITIES ("SFAS No. 133"). The adoption of
SFAS No. 133 resulted in a cumulative effect of an accounting change that
reduced net income by $2.0 million, and decreased accumulated other
comprehensive income by $24.6 million, net of tax.

Also in the first quarter of fiscal 2002, the company adopted Emerging Issues
Task Force ("EITF") Issue No. 00-25, VENDOR INCOME STATEMENT CHARACTERIZATION
OF CONSIDERATION PAID TO A RESELLER OF THE VENDOR'S PRODUCTS. As a result,
the company now classifies the costs associated with sales incentives
provided to retailers as a reduction in net sales; these costs were
previously included in selling, general and administrative expenses. All
periods presented reflect this reclassification. This reclassification had an
immaterial impact on net sales and no impact on income before income taxes
and cumulative effect of changes in accounting, net income or earnings per
share amounts.

In fiscal 2001, the company changed its methods of accounting for revenue
recognition relating to the shipping terms for certain of its product sales,
recognition of sales incentives granted to retailers and recognition of
consumer sales incentives, which resulted in a reduction of fiscal 2001 net
income of $43.9 million.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS - In July 2001, the Financial
Accounting Standards Board ("FASB") issued SFAS No. 141, BUSINESS
COMBINATIONS, and SFAS No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS, which
establish accounting and reporting requirements for business combinations.
SFAS No. 141 requires all business combinations entered into subsequent to
June 30, 2001 to be accounted for using the purchase method of accounting.
SFAS No. 142 provides that goodwill and other intangible assets with
indefinite lives will not be amortized, but will be tested for impairment of
value on an annual basis. SFAS No. 142 is effective for fiscal years
beginning after Dec. 15, 2001. The company will adopt SFAS No. 142 at the
beginning of its fiscal 2003. The company believes the adoption of SFAS No. 142
will result in a diluted earnings per share increase of approximately $.15 for
fiscal 2003 as a result of the company discontinuing the amortization of
goodwill and other intangible assets with indefinite lives. As part of the
adoption of SFAS No. 142, the company is required to test goodwill and other
intangible assets for impairment at the beginning of fiscal 2003. The company
has not yet completed its assessment of the adoption impact, if any, of the
initial impairment test.

In August 2001, the FASB issued SFAS No. 143, ACCOUNTING FOR ASSET RETIREMENT
OBLIGATIONS. This statement requires the company to recognize the


53 ConAgra Foods Annual Report

                                       87


fair value of a liability associated with the cost the company would be
obligated to incur in order to retire an asset at some point in the future.
The liability would be recognized in the period in which it is incurred and
can be reasonably estimated. The standard is effective for fiscal years
beginning after June 15, 2002. The company expects to adopt this standard at
the beginning of its fiscal 2004. The company has not yet completed its
assessment of the anticipated adoption impact, if any, of SFAS No. 143.

Additionally, in October 2001, the FASB issued SFAS No. 144, ACCOUNTING FOR
THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. SFAS No. 144 develops an
accounting model, based upon the framework established in SFAS No. 121, for
long-lived assets to be disposed of by sales. The accounting model applies to
all long-lived assets, including discontinued operations, and it replaces the
provisions of Accounting Principles Board ("APB") Opinion No. 30, REPORTING
RESULTS OF OPERATIONS - REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A
BUSINESS AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND
TRANSACTIONS, for disposal of segments of a business. SFAS No. 144 requires
long-lived assets to be measured at the lower of carrying amount or fair
value less costs to sell, whether reported in continuing operations or in
discontinued operations. The statement is effective for fiscal years
beginning after Dec. 15, 2001. The company intends to adopt this standard
at the beginning of its fiscal 2003. The company believes the anticipated
adoption impact of SFAS No. 144 will not be material.

USE OF ESTIMATES - Preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions. These estimates or assumptions affect reported
amounts of assets, liabilities, revenue and expenses as reflected in the
financial statements. Actual results could differ from estimates.

RECLASSIFICATIONS - Certain reclassifications have been made to prior year
amounts to conform to current year classifications.

2. ACQUISITIONS AND DIVESTITURES

During the fourth quarter of fiscal 2002, the company announced that a
controlling interest in its fresh beef and pork business would be sold to a
joint venture with outside investors. Subsequent to the close of the
transaction, it is expected the company will retain a 46% interest in the
joint venture. In fiscal 2002, the fresh beef and pork business accounted for
approximately $7.7 billion, or 77%, of the company's Meat Processing reporting
segment net sales and $192 million, or 71%, of the company's Meat Processing
reporting segment operating profit.

On Aug. 24, 2000, the company acquired all of the outstanding shares of
common stock and stock options of International Home Foods ("IHF") in a
transaction accounted for as a purchase business combination. The company
allocated the excess of the purchase price over the net assets acquired to
brands, trademarks and goodwill. Costs assigned to intangible assets arising
from the transaction are amortized on a straight-line basis over a period not
exceeding 40 years.

The following table summarizes the final fair value of the assets acquired
and liabilities assumed in connection with the company's acquisition of IHF:

                                                           
Current assets                                                    $   627.4
Non-current assets (primarily brands and goodwill)                  2,605.0
                                                                  ---------
  TOTAL ASSETS ACQUIRED                                           $ 3,232.4
                                                                  ---------
Current liabilities                                                   368.0
Long-term debt                                                      1,104.4
Other noncurrent liabilities                                           36.8
                                                                  ---------
  TOTAL LIABILITIES ASSUMED                                       $ 1,509.2
                                                                  ---------
Cash paid                                               $ 875.0
Equity issued                                             848.2
                                                                  ---------
  TOTAL NET ASSETS ACQUIRED                                       $ 1,723.2
- -----------------------------------------------------------------------------



The cash portion of the consideration paid was funded through borrowings
under the company's short-term credit facilities.

The company's unaudited pro forma results of operations for the fiscal years
end May 27, 2001, and May 28, 2000, assuming the acquisition of IHF occurred
as of the beginning of fiscal 2000 are as follows:



                                                     2001           2000
                                                            
Net sales                                         $27,538.6       $27,318.6
Income before cumulative effect of
 changes in accounting                                690.3           397.8
Net income                                            646.4           397.8
Income before cumulative effect of
 changes in accounting per share - diluted        $    1.31       $     .76
Net income per share - diluted                    $    1.23       $     .76
- -----------------------------------------------------------------------------


The pro forma results above are not necessarily indicative of the operating
results that would have actually occurred if the acquisition had been in
effect on the dates indicated, nor is it necessarily indicative of future
operating results of the combined companies.

In the third quarter of fiscal 2000, ConAgra Foods acquired the assets of
Seaboard Farms, the poultry division of Seaboard Corporation, for
approximately $360 million. Seaboard Farms produces and markets


54 ConAgra Foods Annual Report

                                       88


value-added poultry products primarily to foodservice customers and has
annual sales of approximately $480 million. The acquisition was accounted for
as a purchase, with the business acquired being included in the financial
statements subsequent to the date of acquisition.

3. CHANGES IN ACCOUNTING POLICY

As of the beginning of the current fiscal year, the company adopted SFAS No.
133, ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES,
and its related amendment, SFAS No. 138, ACCOUNTING FOR CERTAIN DERIVATIVE
INSTRUMENTS AND CERTAIN HEDGING ACTIVITIES ("SFAS No. 133").The adoption of
SFAS No. 133 resulted in a cumulative effect of change in accounting that
reduced net income by $2.0 million, and decreased accumulated other
comprehensive income by $24.6 million, net of tax. Other than such cumulative
effect,the effect of the change on income before cumulative effect of changes
in accounting for fiscal 2002 was not material. The pro forma effect of
retroactive application of SFAS No. 133 had this new standard been in effect
for the prior fiscal years presented was not material.

In the fourth quarter of fiscal 2001, the company changed its methods of
accounting for revenue recognition relating to the shipping terms for certain
of its product sales, recognition of sales incentives granted to retailers
and recognition of consumer sales incentives effective the beginning of
fiscal 2001.

The individual components of the cumulative effect of changes in accounting,
net of tax, as of the beginning of fiscal 2001 are as follows:

                                                                 
Revenue recognition - shipping terms                                  $15.6
Retailer sales incentives                                              17.5
Consumer sales incentives                                              10.8
                                                                      -----
                                                                      $43.9
- ----------------------------------------------------------------------------



The $43.9 million cumulative effect of the changes in accounting for prior
years (after reduction for income taxes of $26.9 million) is included as a
reduction in income for fiscal 2001. Other than such cumulative effect, the
effect of the changes on fiscal 2001 was not material.

The following pro forma amounts reflect the effect of retroactive application
of the changes in methods of accounting had the new methods been in effect
for the fiscal years presented, including the related income tax impact:



                                                       2001      2000
                                                         
Net income                                          $  638.6   $  376.2
Income per share - diluted                          $   1.24   $    .79
- --------------------------------------------------------------------------


4. EARNINGS PER SHARE

Basic earnings per share is calculated on the basis of weighted average
outstanding common shares. Diluted earnings per share is computed on the basis
of weighted average outstanding common shares plus equivalent shares assuming
exercise of stock options and conversion of outstanding convertible
securities, where dilutive.

The following table reconciles the income and average share amounts used to
compute both basic and diluted earnings per share:



                                              2002       2001         2000
                                                          
NET INCOME
  Income before cumulative effect
   of changes in accounting                   $785.0     $682.5     $382.3
  Cumulative effect of changes in
   accounting                                   (2.0)     (43.9)         -
                                              ------     ------     ------
  Net income                                  $783.0     $638.6     $382.3
  Redemption of subsidiary
   preferred securities, net of tax             (6.7)         -          -
                                              ------     ------     ------
  Income available to
   common shareholders                        $776.3     $638.6     $382.3
- ----------------------------------------------------------------------------
EARNINGS PER SHARE - BASIC
  Weighted average shares
   outstanding                                 525.8      511.6      475.7
- ----------------------------------------------------------------------------
EARNINGS PER SHARE - DILUTED
  Weighted average shares
   outstanding - basic                         525.8      511.6      475.7
  Add shares contingently issuable
   upon exercise of stock options                2.2        2.7        2.9
                                              ------     ------     ------
  Weighted average shares
   outstanding                                 528.0      514.3      478.6
- ----------------------------------------------------------------------------


At the end of fiscal years 2002, 2001 and 2000, there were 7.4 million, 16.7
million and 16.2 million options outstanding, respectively, with exercise
prices exceeding the market value of common stock that were therefore
excluded from the computation of shares contingently issuable upon exercise
of the options.

5. RECEIVABLES

At May 26, 2002, the company had agreements to sell interests in pools of
receivables, in an amount not to exceed $875 million at any one time.
Participation interests in new receivables may be sold, as collections reduce
previously sold participation interests. The participation interests are sold
at a discount that is included in selling, general and administrative
expenses in the consolidated statements of earnings. During fiscal 2002, the
company sold interests in net new receivables approximating $166 million and
used $219 million of net

55 ConAgra Foods Annual Report

                                       89


additional collections to reduce the facilities from $737 million at fiscal
year end 2001 to $684 million at fiscal year end 2002.

On June 6, 2002, the company terminated an accounts receivable securitization
program with an availability of $325 million.

6. INVENTORIES

The major classes of inventories are as follows:



                                                      2002           2001
                                                            
Raw materials                                       $1,280.2       $1,499.0
Food products and livestock                          1,567.6        1,919.5
Agricultural chemicals, fertilizer, and feed           889.5        1,108.8
Other, principally ingredients and
  packaging materials                                  567.4          544.1
                                                    --------       --------
                                                    $4,304.7       $5,071.4
- ----------------------------------------------------------------------------


7. CREDIT FACILITIES AND BORROWINGS

At May 26, 2002, the company had credit lines from banks that totalled
approximately $2,757 million, including: $1,050 million of long-term
revolving credit facilities maturing in May 2007; $1,050 million of
short-term revolving credit facilities maturing in May 2003; and
uncompensated bankers' acceptance and money market loan facilities
approximating $657 million. Borrowings under the revolver agreements are at
or below prime rate and may be prepaid without penalty. The company pays fees
for its revolving credit facilities.

The company finances its short-term needs with bank borrowings, commercial
paper borrowings and bankers' acceptances. The average consolidated
short-term borrowings outstanding under these facilities were $2,005.7
million and $3,363.4 million for fiscal year 2002 and 2001, respectively.
This excludes an average of $27.0 million and $173.7 million of short-term
borrowings that were classified as long-term for fiscal 2002 and 2001,
respectively (see Note 8). The highest period-end, short-term indebtedness
during fiscal 2002 was $3,714.6 million and $4,585.7 million in fiscal 2001.
Short-term borrowings were at rates below prime. The weighted average
interest rate was 3.26% and 6.02%, respectively, for fiscal 2002 and 2001.

8. SENIOR LONG-TERM DEBT, SUBORDINATED DEBT AND LOAN AGREEMENTS



                                                        2002           2001
                                                             
Senior Debt
 Commercial paper backed by long-term
  revolving credit agreement                        $       -       $   175.3
 8.25% senior debt due September 2030                   297.7           297.6
 7.00% senior debt due October 2028                     396.8           396.7
 6.70% senior debt due August 2027
  (redeemable at option of holders in 2009)             300.0           300.0
 7.125% senior debt due October 2026
  (redeemable at option of holders in 2006)             398.0           397.9
 7.875% senior debt due September 2010                  747.8           747.5
 9.875% senior debt due November 2005                   102.2           100.0
 7.5% senior debt due September 2005                    607.3           598.9
 5.50% senior debt due October 2002                     199.9           199.6
 9.87% to 9.95% unsecured senior notes
  due in various amounts through 2009                    30.5            39.4
 8.1% to 9.0% publicly issued unsecured
  medium-term notes due in various
  amounts through 2004                                   12.0           117.0
 Floating rate senior debt September 2003               500.0               -
 6.0% senior debt due September 2006                    504.5               -
 6.75% senior debt due September 2011                 1,000.1               -
 1.65% to 9.28% Industrial Development
  Revenue Bonds (collateralized by plant
  and equipment) due on various dates
  through 2019                                           37.6            45.3
 Miscellaneous unsecured                                 66.2            67.4
                                                    ---------       ---------
    Total senior debt                               $ 5,200.6       $ 3,482.6
                                                    ---------       ---------
Subordinated Debt
 9.75% subordinated debt due March 2021                 400.0           400.0
 7.375% to 7.4% subordinated debt due
  through 2005                                          352.1           350.0
                                                    ---------       ---------
    Total subordinated debt                         $   752.1      $    750.0
                                                    ---------       ---------
    Total debt                                      $ 5,952.7      $  4,232.6
    Less current portion                            $   209.0      $    123.1
                                                    ---------       ---------
Total long-term debt                                $ 5,743.7      $  4,109.5
- -------------------------------------------------------------------------------


The aggregate minimum principal maturities of the long-term debt for each of
the five fiscal years following May 26, 2002, are as follows:

                               
2003                               $  209.0
2004                                  509.1
2005                                  374.3
2006                                  709.1
2007                                  509.6
- --------------------------------------------



Under the long-term credit facility referenced in Note 7, the company has
agreements that allow it to borrow up to $1,050 million through May 2007.


56 ConAgra Foods Annual Report

                                       90


The most restrictive note agreements (the revolving credit facilities and
certain privately placed long-term debt) require the company to repay the
debt if consolidated funded debt exceeds 65% of consolidated capital base or
if fixed charges coverage is less than 1.75 to 1.0 as such terms are defined
in applicable agreements. As of the end of fiscal 2002, the company's
consolidated funded debt was approximately 56% of its consolidated capital
base and the fixed charges ratio was approximately 3.5 to 1.0.

Net interest expense consists of:



                                            2002       2001       2000
                                                       
Long-term debt                             $364.3     $284.8     $198.4
Short-term debt                              66.7      182.1      139.5
Interest income                             (23.5)     (38.5)     (28.6)
Interest capitalized                         (6.0)      (5.1)      (5.5)
                                           ------     ------     ------
                                           $401.5     $423.3     $303.8
- -------------------------------------------------------------------------


Net interest paid was $387.0 million, $392.7 million and $299.9 million in
fiscal 2002, 2001 and 2000, respectively.

Short-term debt interest expense of $20.8 million, $35.0 million and $31.4
million in fiscal 2002, 2001 and 2000, respectively, incurred to finance
hedged inventories has been charged to cost of goods sold.

The carrying amount of long-term debt (including current installments) was
$5,952.7 million and $4,232.6 million as of May 26, 2002 and May 27, 2001,
respectively. Based on current market rates primarily provided by outside
investment bankers, the fair value of this debt at May 26, 2002 and May 27,
2001 was estimated at $6,400.2 million and $4,324.7 million, respectively.
The company's long-term debt is generally not callable until maturity.

9. OTHER NONCURRENT LIABILITIES

Other noncurrent liabilities consist of:



                                                        2002           2001
                                                               
Legal and environmental liabilities primarily
 associated with the company's acquisition
 of Beatrice Company (see note 17)                   $  136.9         $140.1
Postretirement health care and pensions                 668.4          631.6
Deferred taxes                                          154.4          150.2
Other                                                    64.8           71.5
                                                     --------         ------
                                                      1,024.5          993.4
Less current portion                                     68.6           65.9
                                                     --------         ------
                                                     $  955.9         $927.5
- -----------------------------------------------------------------------------


10. PREFERRED SECURITIES OF SUBSIDIARY COMPANY

ConAgra Capital, L.C., an indirectly controlled subsidiary of the company
(ConAgra Foods indirectly owns 100% of the voting securities), has 7 million
shares of Series B Adjustable Rate Cumulative Preferred ("Series B
Securities") outstanding. Distributions on these Series B Securities are
payable monthly at a rate per annum, which is adjusted quarterly to 95% of
the highest of three U.S. Treasury security indices, subject to a floor of
5.0% and a ceiling of 10.5% per annum. The distribution rate in fiscal 2002
ranged from 5.0% to 5.5%.

For financial statement purposes, distributions on the Series B Securities
are included in selling, general and administrative expenses in the company's
consolidated statements of earnings as such amounts represent minority
interests.

The Series B Securities were issued at a price of $25 per share. Series B
Securities are non-voting (except in certain limited circumstances), and are
fully and unconditionally guaranteed (as provided in the guarantee documents)
by ConAgra Foods and, in certain limited circumstances, are exchangeable for
debt securities of ConAgra Foods. The Series B Securities are redeemable at
the option of ConAgra Capital, L.C. (with ConAgra Foods consent) in whole or in
part, at $25 per security plus accumulated and unpaid distributions to the
date fixed for redemption.

During fiscal 2002, the company's finance subsidiary, ConAgra Capital, L.C.,
redeemed all 4,000,000 shares of its 9% Series A Cumulative Preferred
Securities and all 10,000,000 shares of its 9.35% Series C Cumulative
Preferred Securities. The company used approximately $350 million of
short-term debt to fund the redemption of the preferred securities. The
redemption resulted in an earnings per share charge of approximately $.01 in
fiscal 2002.

11. CAPITAL STOCK

The company has authorized shares of preferred stock as follows:

    Class B - $50 par value; 150,000 shares

    Class C - $100 par value; 250,000 shares

    Class D - without par value; 1,100,000 shares

    Class E - without par value; 16,550,000 shares

There were no preferred shares issued or outstanding as of May 26, 2002.


57 ConAgra Foods Annual Report

                                       91


12. EMPLOYEE EQUITY FUND

In fiscal 1993, the company established a $700 million Employee Equity Fund
("EEF"), a grantor trust, to pre-fund future stock-related obligations of the
company's compensation and benefit plans. The EEF supports existing,
previously approved employee plans that use ConAgra Foods common stock.

For financial reporting purposes the EEF is consolidated with ConAgra Foods.
The fair market value of the shares held by the EEF is shown as a reduction
to common stockholders' equity in the company's consolidated balance sheets.
All dividends and interest transactions between the EEF and ConAgra Foods are
eliminated. Differences between cost and fair value of shares held and/or
released are included in consolidated additional paid-in capital.

Following is a summary of shares held by the EEF:



                                                      2002         2001
                                                            
Shares held (in millions)                                9.9           12.6
Cost - per share                                   $  14.552       $ 14.552
Cost - total                                           144.3          183.9
Fair market value - per share                      $   24.76       $  20.27
Fair market value - total                              245.5          256.1
- -----------------------------------------------------------------------------


13. STOCK OPTIONS AND RIGHTS

Stock option plans approved by the stockholders provide for granting of
options to employees for purchase of common stock generally at prices equal
to fair market value at the time of grant, and for issuance of stock under
various stock-based compensation arrangements including restricted stock,
phantom stock and stock issued in lieu of cash bonuses. Under each
arrangement, stock is issued without direct cost to the employee. During
fiscal 2002, 2001 and 2000, respectively, the company issued shares and share
equivalents totaling 1.0 million, 1.2 million and .8 million under these
arrangements. Stock issued in lieu of cash bonus is recognized as
compensation expense as earned. The value of the restricted and phantom
stock, equal to fair market value at the time of grant, is being amortized as
compensation expense over the vesting period. This compensation expense
totaled $8.5 million, $7.3 million and $5.4 million for fiscal 2002, 2001 and
2000, respectively. At May 26, 2002, the amount of deferred stock-based
compensation granted but to be recognized over future periods totaled $18.3
million.

Options become exercisable under various vesting schedules and generally
expire ten years after the date of grant. Option shares and prices are
adjusted for common stock splits and changes in capitalization.

The changes in the outstanding stock options during the three years ended May
26, 2002, are summarized below:



                             2002                2001                 2000
                                 WEIGHTED            Weighted             Weighted
                                 AVERAGE             Average              Average
                                 EXERCISE            Exercise             Exercise
                       OPTIONS     PRICE   Options     Price    Options     Price
                                                        
Beginning of year        28.8     $22.80     25.6     $23.30      23.5     $22.86
Granted                   7.3      22.04     11.6      15.76       6.0      23.35
Exercised                (2.3)     16.23     (6.1)     10.89      (1.8)     13.41
Canceled                 (1.9)     24.63     (2.3)     24.27      (2.1)     27.20
End of year              31.9     $22.97     28.8     $22.80      25.6     $23.30
Exercisable
  at end of year         20.3     $23.49     18.7     $22.63      16.2     $21.56
- -----------------------------------------------------------------------------------


Options granted for fiscal 2001 include approximately 5 million options at an
average exercise price of $10.00 issued in conjunction with the acquisition
of IHF.

The following summarizes information about stock options outstanding as of
May 26, 2002:



                              Options Outstanding           Options Exercisable

                                    Weighted    Weighted               Weighted
                                    Average      Average                Average
                                    Remaining   Exercise               Exercise
Range of Exercise Price    Options     Life       Price    Options       Price
                                                        
$ 4.87  -  $12.69             .9       1.8       $11.80       .9        $11.80
 13.00  -   20.00            7.7       5.5        18.59      5.6         18.13
 20.06  -   23.50           13.7       8.4        22.13      5.4         22.31
 24.19  -   29.00            6.5       5.8        26.38      5.4         26.25
 29.50  -   36.81            3.1       5.4        33.69      3.0         33.70
$ 4.87  -  $36.81           31.9       6.7       $22.97     20.3        $23.49
- --------------------------------------------------------------------------------


The company has elected to account for its employee stock option plans using
the intrinsic value method of accounting. Accordingly, no compensation expense
is recognized for stock options as the exercise price of the stock options
equals the market price of the underlying stock on the date of the grant.

Pro forma information regarding net income and earnings per share is required
by SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, assuming the
company accounted for its employee stock options using the fair value method.
The fair value of options was estimated at the date of the grant using the
Black-Scholes option pricing model with the following weighted average
assumptions for 2002, 2001 and 2000, respectively: risk-free interest rate of
4.52%, 5.17% and 6.33%; a dividend yield of 3.9%, 2.4% and 2.2%; expected
volatility of 29.0%, 29.0% and 20.6%; and an expected option life of six
years. The weighted average fair value of options granted in fiscal 2002,
2001 and


58 ConAgra Foods Annual Report

                                       92


2000 was $5.08, $5.75 and $6.21, respectively. Pro forma net income and
earnings per share are as follows:



                                             2002       2001       2000
                                                        
Pro forma net income                        $765.4     $621.1     $362.7
Pro forma basic earnings per share              1.44       1.21        .76
Basic earnings per share - as reported          1.48       1.24        .80
Pro forma diluted earnings per share            1.44       1.21        .76
Diluted earnings per share - as reported        1.47       1.24        .80
- --------------------------------------------------------------------------


At May 26, 2002, approximately 22.7 million shares were reserved for granting
additional options and restricted or bonus stock awards.

Each share of common stock carries with it one-half preferred stock purchase
right ("Right"). The Rights become exercisable 10 days after a person (an
"Acquiring Person") acquires or commences a tender offer for 15% or more of
the company's common stock. Each Right entitles the holder to purchase one
one-thousandth of a share of a new series of Class E Preferred Stock at an
exercise price of $200, subject to adjustment. The Rights expire on July 12,
2006, and may be redeemed at the option of the company at $.01 per Right,
subject to adjustment. Under certain circumstances, if (i) any person becomes
an Acquiring Person or (ii) the company is acquired in a merger or other
business combination after a person becomes an Acquiring Person, each holder
of a Right (other than the Acquiring Person) will have the right to receive,
upon exercise of the Right, shares of common stock (of the Company under (i)
and of the acquiring company under (ii)) having a value of twice the exercise
price of the Right. The Rights were issued pursuant to a dividend declared by
the company's Board of Directors on July 12, 1996, payable to stockholders of
record on July 24, 1996. The one Right for each outstanding share was
adjusted to one-half Right for each share effective October 1, 1997 as a
result of the two-for-one stock split. At May 26, 2002, the company has
reserved one million Class E preferred shares for exercise of the Rights.

14. OPERATION OVERDRIVE

During the fourth quarter of fiscal 2000, the company completed a
restructuring plan in connection with its previously announced initiative,
"Operation Overdrive." The restructuring plan was aimed at eliminating
overcapacity, streamlining operations and improving future profitability
through margin improvement and expense reductions. As part of this
restructuring plan, the company reduced the estimated useful lives of certain
assets, resulting in $139.1 million ($86.0 million net of tax) of accelerated
depreciation in fiscal 2000. The impact of such accelerated depreciation on
both basic and diluted earnings per share was $.18 for fiscal 2000.

Fiscal 2000 charges are as follows:



                            Packaged     Food         Meat     Agricultural
                              Foods   Ingredients  Processing    Products     Total
                                                              
Accelerated depreciation     $ 137.9    $    -       $  1.2       $    -     $ 139.1
Inventory markdowns             56.8      27.5           .6         29.6       114.5
Restructuring plan
 implementation costs           30.8       1.9          9.0          3.9        45.6
Restructuring/Impairment
 charges                       121.3      29.5        119.9         51.5       322.2
                             -------    ------      -------       ------     -------
   Total                     $ 346.8    $ 58.9      $ 130.7       $ 85.0     $ 621.4
- --------------------------------------------------------------------------------------


The fiscal 2000 charges are reflected in the company's consolidated
statements of earnings as follows: accelerated depreciation of $108.3 million
and $30.8 million is included in cost of goods sold and selling, general and
administrative expenses, respectively; inventory markdowns are included in
cost of goods sold; plan implementation costs (primarily third-party
consulting costs) are also included in selling, general and administrative
expenses. For fiscal 2000, restructuring/impairment charges are reflected as
such and result from asset impairments, employee related costs and
contractual termination costs.

Included in fiscal 2000 consolidated statements of earnings are asset
impairment charges of approximately $213.5 million. Fiscal 2000 asset
impairment charges include $171.4 million in write-downs of property, plant
and equipment and $42.1 million in reductions of intangible and other assets.

Accelerated depreciation is a result of not immediately removing from
operations certain assets to be disposed of and depreciating these assets
over their revised remaining estimated useful lives. Inventory markdowns
represent losses on the carrying value of non-strategic inventory resulting
from the closure of facilities and discontinuation of certain products.

In association with the restructuring plan, the company closed a total of 31
production facilities, 106 non-production locations (e.g., storage,
distribution, administrative, etc.) and sold 18 non-core businesses. The
historical operating results and gains/losses associated with sold businesses
or facilities were not material.

Approximately 8,450 employees received notification of their termination as a
result of the restructuring plan, primarily in manufacturing and operating
facilities. In addition, other exit costs (consisting of lease termination
and other contractual termination costs) occurred as a result of the
restructuring plan. Such activity is as follows:


59 ConAgra Foods Annual Report

                                       93




                                                  Severance        Other Exit
IN MILLIONS, EXCEPT HEADCOUNT                Amount     Headcount     Costs
                                                           
  Balance, May 30, 1999                      $ 39.0       2,900      $   7.3
Fiscal 2000 activity:
  Charges to income                          $ 57.8       5,290      $  50.9
  Utilized                                    (44.3)     (4,990)       (21.5)
                                             ------      ------      -------
  Balance, May 28, 2000                      $ 52.5       3,200      $  36.7
Fiscal 2001 activity:
  Utilized                                    (31.0)     (2,800)       (28.1)
                                             ------      ------      -------
  Balance, May 27, 2001                      $ 21.5         400         $8.6
Fiscal 2002 activity:
  Utilized                                    (11.1)       (300)        (3.8)
                                             ------      ------      -------
  Balance, May 26, 2002                      $ 10.4         100      $   4.8
- --------------------------------------------------------------------------------


Included in the May 26, 2002 severance reserve balance are amounts owed to
individuals who have been severed but are receiving their severance payments
over a period of time rather than in the form of a lump-sum.

15. PRE-TAX INCOME AND INCOME TAXES

Income before income taxes and cumulative effect of changes in accounting
consisted of the following:



                                           2002       2001       2000
                                                      
United States                           $1,189.2    $1,010.6    $ 541.5
Foreign                                     79.0        93.5       76.1
                                        $1,268.2    $1,104.1    $ 617.6
- ------------------------------------------------------------------------


The provision for income taxes includes the following:



                                           2002      2001      2000
                                                   
Current
  Federal                                $ 276.8   $ 299.3   $ 255.6
  State                                     29.3      30.9      22.5
  Foreign                                   32.1      40.4      33.3
                                         -------   -------   -------
                                         $ 338.2   $ 370.6   $ 311.4
                                         -------   -------   -------
Deferred
  Federal                                  131.9      46.4     (70.1)
  State                                     13.1       4.6      (6.0)
                                         -------   -------   -------
                                           145.0      51.0     (76.1)
                                         -------   -------   -------
                                         $ 483.2   $ 421.6   $ 235.3
- -----------------------------------------------------------------------


Income taxes computed by applying statutory rates to income before income
taxes are reconciled to the provision for income taxes set forth in the
consolidated statements of earnings as follows:



                                             2002       2001       2000
                                                        
Computed U.S. federal
 income taxes                               $443.9     $386.4     $216.2
State income taxes, net of
 U.S. federal tax benefit                     27.6       23.1       11.0
Nondeductible amortization of
 goodwill and other intangibles               27.8       24.7       18.1
Export and jobs tax credits                  (16.0)     (20.4)     (19.2)
Other                                          (.1)       7.8        9.2
                                            ------     ------     ------
                                            $483.2     $421.6     $235.3
- --------------------------------------------------------------------------


Income taxes paid were $310.4 million, $268.4 million, $441.5 million in
fiscal 2002, 2001 and 2000, respectively. The Internal Revenue Service has
closed examinations of the company's tax returns through fiscal 1995. Certain
tax authorities have proposed adjustments for later years, some of which are
being contested by the company. The company believes that it has made adequate
provisions for income taxes payable.

The tax effect of temporary differences and carryforwards that give rise to
significant portions of deferred tax assets and liabilities consist of the
following:



                                         2002                    2001
                                  ASSETS  LIABILITIES     Assets  Liabilities
                                                      
Depreciation and
 amortization                    $     -     $489.0      $     -     $532.7
Pension and other
 postretirement benefits           211.8          -        208.1          -
Other noncurrent liabilities
 which will give rise to
 future tax deductions             173.8          -        148.4          -
Accrued expenses                    69.4          -         58.5          -
Restructuring/Impairment
 and restructuring-related
 charges                           203.6          -        262.4          -
Other                               98.9       67.0         76.0       28.8
                                 -------     ------      -------     ------
                                 $ 757.5     $556.0      $ 753.4     $561.5
- -----------------------------------------------------------------------------


16. COMMITMENTS

The company leases certain facilities and transportation equipment under
agreements that expire at various dates. Rent expense under all operating
leases was $307.3 million, $286.9 million and $286.9 million in fiscal 2002,
2001 and 2000, respectively.

A summary of noncancelable operating lease commitments for fiscal years
following May 26, 2002, is as follows:


60 ConAgra Foods Annual Report

                                       94


                             
2003                              $121.1
2004                                98.3
2005                                77.5
2006                                58.0
2007                                78.3
Later years                        306.5
                                  ------
                                  $739.7
- -----------------------------------------



The company had letters of credit, performance bonds and other commitments and
guarantees outstanding at May 26, 2002, aggregating to $101.3 million.

ConAgra Foods enters into many lease agreements for land, buildings, and
equipment at competitive market rates, and some of the lease arrangements are
with Opus Corporation or its affiliates ("Opus"). A member of the company's
board of directors is a beneficial owner and director of Opus. The agreements
with Opus relate to the leasing of land and buildings for ConAgra Foods.
ConAgra Foods occupies the buildings pursuant to long-term leases with Opus,
some of which contain various termination rights and purchase options. Leases
effective in fiscal 2002 require annual lease payments by ConAgra Foods of
approximately $19 million.

ConAgra Foods has leased or expects to lease additional facilities, which are
under construction or recently completed, in fiscal 2003 from Opus with annual
lease payments of approximately $2.4 million. The lease payments will include
the lessor's borrowing costs for construction funds. In fiscal 2002, ConAgra
Foods provided construction financing at the company's short term borrowing
rates which were lower rates than the lessor would obtain from other lending
sources. The construction financing for each facility is provided for a period
of less than a year, secured by a mortgage on the facility, and repaid in full
to the company following the commencement of the lease. During fiscal 2002,
the construction financing provided by the company to Opus totaled
approximately $41 million.

17. CONTINGENCIES

In fiscal 1991, the company acquired Beatrice Company ("Beatrice"). As a
result of the acquisition and the significant pre-acquisition contingencies
of the Beatrice businesses and its former subsidiaries, the consolidated
post-acquisition financial statements of the company reflect significant
liabilities associated with the estimated resolution of these contingencies.
These include various litigation and environmental proceedings related to
businesses divested by Beatrice prior to its acquisition by the company. The
environmental proceedings include litigation and administrative proceedings
involving Beatrice's status as a potentially responsible party at 32
Superfund, proposed Superfund or state-equivalent sites; these sites involve
locations previously owned or operated by predecessors of Beatrice that used
or produced petroleum, pesticides, fertilizers, dyes, inks, solvents, PCBs,
acids, lead, sulfur, tannery wastes, and/or other contaminants. Beatrice has
paid or is in the process of paying its liability share at 31 of these sites.
Adequate reserves for these matters have been established based on the
company's best estimate of its undiscounted remediation liabilities, which
estimates include evaluation of investigatory studies, extent of required
cleanup, the known volumetric contribution of Beatrice and other potentially
responsible parties and its experience in remediating sites. The reserves for
Beatrice environmental matters totaled $119.3 million as of May 26, 2002, and
$123.0 million as of May 27, 2001, a majority of which relates to the
Superfund and state equivalent sites referenced above. Expenditures for these
matters are expected to occur over a period of 5 to 20 years.

The company is a party to a number of other lawsuits and claims arising out
of the operation of its businesses. After taking into account liabilities
recorded for all of the foregoing matters, management believes the ultimate
resolution of such matters should not have a material adverse effect on the
company's financial condition, results of operations or liquidity.

18. DERIVATIVE FINANCIAL INSTRUMENTS

The company is exposed to market risk, such as changes in commodity prices,
foreign currency exchange rates and interest rates. To manage volatility
associated with these exposures, the company may enter into various derivative
transactions pursuant to established company policies.

COMMODITY PRICE MANAGEMENT - The company is subject to raw material price
fluctuations caused by supply conditions, weather, economic conditions and
other factors. Generally, the company utilizes commodity futures and options
contracts to reduce the volatility of commodity input prices on items such as
grains, vegetable oils, livestock and energy.

Futures and options contracts qualifying for hedge accounting and used to
hedge anticipated transactions are designated as cash flow hedges with gains
and losses deferred in accumulated other comprehensive income, to the extent
the hedge is effective. These amounts are recognized within cost of goods sold
in the period during which the hedged transaction affects earnings. Any hedge
gain or loss deemed ineffective, as well as gains or losses on contracts for
which the company does not qualify, or elects not to qualify, for hedge
accounting, are immediately recognized within sales or cost of goods sold.

FOREIGN CURRENCY MANAGEMENT - In order to reduce exposures related to changes
in foreign currency exchange rates, the company may enter into forward
exchange or option contracts for transactions denominated in a currency other


61 ConAgra Foods Annual Report

                                       95


than the applicable functional currency. This includes, but is not limited
to, hedging against foreign currency risk in purchasing inventory and capital
equipment, sales of finished goods, and future settlement of foreign-
denominated assets and liabilities.

Hedges of anticipated foreign-denominated transactions are designated as cash
flow hedges. The gains and losses associated with these hedges are deferred in
accumulated other comprehensive income until the forecasted transaction
impacts earnings. Forward exchange and option contracts are also used to hedge
firm commitment transactions denominated in a currency other than the
applicable functional currency. The firm commitments and foreign currency
hedges are both recognized at fair value within prepaid expenses and other
current assets. Gains and losses associated with firm commitment and foreign
currency hedges are recognized within net sales. Foreign currency derivatives
for which the company has elected not to account for under hedge accounting
are recorded immediately in earnings within sales, cost of goods sold or
selling, general and administrative expenses, depending on the nature of the
transaction.

INTEREST RATE MANAGEMENT - In order to reduce exposures related to changes in
interest rates, the company may use derivative instruments, including interest
rate swaps. As of May 26, 2002, the company had interest rate swap agreements
outstanding, effectively converting $2 billion of the company's fixed rate
debt into floating rate debt. The interest rate swaps are accounted for as
fair value hedges and result in no ineffectiveness being recognized in the
income statement as the interest rate swaps' provisions match the applicable
provisions of the hedged debt.

ADDITIONAL DERIVATIVE INFORMATION - The fair value of derivative assets is
recognized within prepaid expenses and other current assets, while the fair
value of derivative liabilities is recognized within other accrued
liabilities. As of May 26, 2002, the fair value of derivatives recognized
within prepaid expenses and other current assets was $108.7 million and the
amount recognized within other accrued liabilities was $35.4 million.

For fiscal 2002, the ineffectiveness associated with derivatives designated
as both cash flow and fair value hedges was a loss of $5.9 million. Hedge
ineffectiveness is recognized within net sales or cost of goods
sold, depending on the nature of the hedge. The company does not exclude any
components of the hedging instrument's gain or loss when assessing
effectiveness.

Generally, the company hedges a portion of its anticipated consumption of
commodity inputs for periods up to 12 months. The company may enter into
longer-term hedges on particular commodities if deemed appropriate. As of May
26, 2002, the company had hedged certain portions of its anticipated
consumption of commodity inputs through March 2005.

As of May 26, 2002, the net deferred loss recognized in accumulated other
comprehensive income was $19.5 million, net of tax, which includes the impact
of the cumulative effect of change in accounting principle. Of this amount,
$10.5 million, net of tax, will be recognized within earnings over the next
12 months. For fiscal 2002, a net of tax $19.5 million loss was recognized
from accumulated other comprehensive income into earnings. No cash flow
hedges or firm commitments were discontinued during fiscal 2002.

19. PENSION AND POSTRETIREMENT BENEFITS

Due to the long-term nature of pension and postretirement benefit
obligations, applicable accounting literature requires the use of many
assumptions in measuring the related expenses and obligations. Assumptions
such as discount rates used to value liabilities, estimated returns
on plan assets, future salary increases and future health costs are all
inherent in measuring the liabilities and expenses associated with the
company's pension and postretirement benefit plans. The company works with
third-party specialists to assist management in determining reasonable
assumptions in order to appropriately measure the expense and liabilities
associated with pension and postretirement benefits.

RETIREMENT PENSION PLANS

The company and its subsidiaries have defined benefit retirement plans
("Plan") for eligible salaried and hourly employees. Benefits are based on
years of credited service and average compensation or stated amounts for each
year of service. The company funds these plans in accordance with the minimum
and maximum limits established by law.

Components of pension benefit costs and weighted average actuarial
assumptions are:


62 ConAgra Foods Annual Report

                                       96




                                              2002       2001        2000
                                                         
PENSION BENEFIT COST
Service cost                                $  59.6    $  52.3     $  55.7
Interest cost                                 115.1      109.7       103.2
Expected return on plan assets               (136.0)    (126.3)     (114.6)
Amortization of prior
 service costs                                  4.3        4.3         4.3
Amortization of transition
 obligation (asset)                            (2.8)      (2.7)       (2.7)
Recognized net actuarial (gain) loss           (3.9)      (0.1)        3.4
Curtailment (gain) loss and
 special benefits                               0.2        0.3         3.3
                                            -------    -------     -------
Pension benefit cost -
 company plans                                 36.5       37.5        52.6
Pension benefit cost -
 multi-employer plans                           7.3        8.9         9.4
                                            -------    -------     -------
Total pension benefit cost                  $  43.8    $  46.4     $  62.0
                                            -------    -------     -------
ACTUARIAL ASSUMPTIONS
Discount rate                                  7.50%      7.50%       6.75%
Long-term rate of return on
 plan assets                                   9.25%      9.25%       9.25%
Long-term rate of compensation
 increase                                      5.50%      5.50%       5.50%
- -----------------------------------------------------------------------------


The change in projected benefit obligation,change in plan assets and funded
status of the plans at Feb. 28, 2002 and 2001:



                                                      2002           2001
                                                            
CHANGE IN PROJECTED BENEFIT OBLIGATION
Projected benefit obligation at
 beginning of year                                  $1,575.8       $1,489.2
Service cost                                            59.6           52.3
Interest cost                                          115.1          109.7
Plan participants' contributions                         0.1            0.1
Amendments                                               3.9            3.1
Actuarial (gain) loss                                   45.0          (11.0)
Curtailment/Settlement (gain) loss                      (0.6)           0.3
Acquisitions                                               -           19.3
Other                                                    0.6              -
Benefits paid                                          (90.4)         (87.2)
                                                    --------       --------
Projected benefit obligation at
 end of year                                        $1,709.1       $1,575.8




                                                      2002           2001
                                                            
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning
 of year                                            $1,643.7       $1,652.1
Actual return on plan assets                           (18.6)          49.7
Employer contributions                                  14.1           20.9
Plan participants' contributions                         0.1            0.1
Investment and administrative expenses                 (13.8)         (10.3)
Acquisitions                                               -           18.5
Other                                                   (0.2)          (0.1)
Benefits paid                                          (90.4)         (87.2)
                                                    --------       --------
Fair value of plan assets at end of year             1,534.9        1,643.7
- ----------------------------------------------------------------------------
FUNDED STATUS                                         (174.2)          67.9
Unrecognized actuarial gain                            (66.7)        (279.5)
Unrecognized prior service cost                         25.7           21.6
Unrecognized transition amount                          (1.0)          (3.8)
                                                    --------       --------
Accrued benefit cost                                $ (216.2)      $ (193.8)
- ----------------------------------------------------------------------------
AMOUNTS RECOGNIZED IN
 CONSOLIDATED BALANCE SHEETS
Prepaid benefit cost                                $    6.7       $      -
Accrued benefit cost                                  (257.9)        (193.8)
Intangible asset                                        10.4              -
Accumulated other comprehensive (income) loss           24.6              -
                                                    --------       --------
NET AMOUNT RECOGNIZED                               $ (216.2)      $ (193.8)
- ----------------------------------------------------------------------------
ACTUARIAL ASSUMPTIONS
Discount rate                                          7.25%           7.50%
Long-term rate of compensation increase                5.50%           5.50%
- -------------------------------------------------------------------------------


The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for pension plans with accumulated benefit obligations
in excess of plan assets at Feb. 28, 2002 and Feb. 28, 2001 were:



                                                      2002           2001
                                                            

Projected benefit obligation                         $343.4          $142.2
Accumulated benefit obligation                        309.1           131.5
Fair value of plan assets                             231.2            65.0
- ----------------------------------------------------------------------------


Plan assets are primarily invested in equity securities, corporate and
government debt securities and common trust funds. Included in plan assets
are 5.1 million shares of the company's common stock at a fair market value
of $118.9 million and $100.0 million at Feb. 28, 2002 and Feb. 28,
2001, respectively.

Certain employees of the company are covered under defined contribution
plans. The expense related to these plans was $33.2 million, $30.2 million
and $31.1 million in fiscal 2002, 2001 and 2000, respectively.

POSTRETIREMENT BENEFITS

The company's postretirement plans provide certain medical and dental
benefits to qualifying U.S. employees.


63 ConAgra Foods Annual Report

                                       97


Components of postretirement benefit costs and weighted average actuarial
assumptions are:



                                             2002       2001      2000
                                                       
POSTRETIREMENT BENEFIT COST
Service cost                               $   3.0    $   2.8   $   2.8
Interest cost                                 25.2       24.1      22.1
Expected return on plan assets                (0.6)      (0.6)     (0.5)
Amortization of prior service cost               -       (1.7)     (2.1)
Amortization of transition obligation            -        0.1       0.1
Recognized net actuarial (gain) loss          (4.0)      (5.5)     (3.8)
Curtailment (gain) loss                        0.3          -      (9.3)
                                           -------    -------   -------
                                           $  23.9    $  19.2   $   9.3
- ----------------------------------------------------------------------------
ACTUARIAL ASSUMPTIONS
Discount rate                                 7.50%      7.50%     6.75%
Long-term rate of return on
 plan assets                                 13.70%     13.70%    13.70%


Included in the company's postretirement plan assets are guaranteed
investment contracts ("GICs") entered into in 1981 which provide guaranteed
double-digit returns.

The change in accumulated benefit obligation, change in plan assets and
funded status of the plans at Feb. 28, 2002 and Feb. 28, 2001 were:



                                                      2002        2001
                                                         
CHANGE IN ACCUMULATED BENEFIT OBLIGATION
Accumulated benefit obligation at
 beginning of year                                  $  351.7    $  315.3
Service cost                                             3.0         2.8
Interest cost                                           25.2        24.1
Plan participants' contributions                         2.8         2.4
Actuarial (gain) loss                                   46.7        19.8
Acquisition                                                -        26.1
Benefits paid                                          (42.2)      (37.5)
Plan amendments                                         (5.3)       (1.3)
                                                    --------    --------
Accumulated benefit obligation at end
 of year                                            $  381.9    $  351.7
                                                    --------    --------
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year      $    5.1    $    5.1
Actual return on plan assets                             0.6         0.6
Employer contributions                                  38.4        34.5
Plan participants' contributions                         2.8         2.4
Benefits paid                                          (42.2)      (37.5)
                                                    --------    --------
Fair value of plan assets at end of year                 4.7         5.1
                                                    --------    --------
FUNDED STATUS                                         (377.2)     (346.6)
Unrecognized net gain                                  (27.5)      (78.9)
Unrecognized transition amount                             -           -
Unrecognized prior service cost                         (5.8)       (0.2)
                                                    --------    --------
Accrued benefit cost                                $ (410.5)   $ (425.7)
- --------------------------------------------------------------------------
ACTUARIAL ASSUMPTIONS
Discount rate                                           7.25%       7.50%


Benefit costs were generally estimated assuming retiree health care costs
would increase 7.5%, 6.5% and 5.5% in fiscal 2003, 2004 and thereafter,
respectively.

A one percentage point change in assumed health care cost rates would have
the following effect:



                                                One Percent    One Percent
                                                 Increase       Decrease
                                                         
Total service and interest cost components        $  2.9        $  (2.6)
Postretirement benefit obligation                   31.5          (27.8)
- --------------------------------------------------------------------------


The company generally intends to fund claims as reported.

20. BUSINESS SEGMENTS AND RELATED INFORMATION

The company has changed its reporting segments to reflect how the company now
manages its operations. Previously, the company's reporting segments were
Packaged Foods, Refrigerated Foods and Agricultural Products. The new reporting
segments are Packaged Foods, Food Ingredients, Meat Processing and Agricultural
Products. As a result, (1) the company's branded processed meats operations,
previously included in Refrigerated Foods, are now included in Packaged
Foods; (2) the remaining operations within the Refrigerated Foods segment now
make up the Meat Processing reporting segment; and (3) the company's food
ingredients operations, previously included in Agricultural Products, are
reported separately. The company has reclassified the segment information for
fiscal 2001 and 2000 to conform to the current fiscal year presentation.

The company's operations are aggregated into four reportable segments based
upon similar economic characteristics, nature of products and services
offered, nature of production processes, the type or class of customer and
distribution methods. Packaged Foods includes the company's shelf-stable,
frozen and refrigerated foods which are processed and packaged. Meat
Processing includes operations that process beef, pork and poultry. Both the
Packaged Foods and Meat Processing reporting segments market food products in
retail and foodservice channels. Food Ingredients includes the company's
non-grain-based ingredients, such as processed seasonings, blends and
flavorings as well as grain-based items which are processed for ingredient
use. Agricultural Products includes operations involved in the distribution
of agricultural crop inputs as well as the company's agricultural
products/merchandising operations.

Intersegment sales have been recorded at amounts approximating market.
Operating profit for each segment is based on net sales less all identifiable
operating expenses and includes the related equity in earnings of companies
included on the basis of the equity method of accounting. General corporate
expense, goodwill amortization, interest expense and income taxes have been
excluded from segment operations.


64 ConAgra Foods Annual Report

                                       98




                                                                                    2002         2001         2000
                                                                                                 
Sales to unaffiliated customers
  Packaged Foods                                                                 $ 12,363.8   $ 11,367.8   $ 10,209.7
  Food Ingredients                                                                  1,669.0      1,664.7      1,707.3
  Meat Processing                                                                  10,023.5     10,432.2     10,233.0
  Agricultural Products                                                             3,573.3      3,635.8      3,334.5
                                                                                 ----------   ----------   ----------
  Total                                                                          $ 27,629.6   $ 27,100.5   $ 25,484.5
- -----------------------------------------------------------------------------------------------------------------------
Intersegment sales
  Packaged Foods                                                                 $     32.8   $     40.4   $     38.6
  Food Ingredients                                                                    234.5        260.0        242.8
  Meat Processing                                                                     781.3        645.0        647.8
  Agricultural Products                                                                37.6         46.2        211.2
                                                                                 ----------   ----------   ----------
                                                                                    1,086.2        991.6      1,140.4
  Intersegment elimination                                                         (1,086.2)      (991.6)    (1,140.4)
                                                                                 ----------   ----------   ----------
  Total                                                                          $        -   $        -   $        -
- -----------------------------------------------------------------------------------------------------------------------
Net sales
  Packaged Foods                                                                 $ 12,396.6   $ 11,408.2   $ 10,248.3
  Food Ingredients                                                                  1,903.5      1,924.7      1,950.1
  Meat Processing                                                                  10,804.8     11,077.2     10,880.8
  Agricultural Products                                                             3,610.9      3,682.0      3,545.7
  Intersegment elimination                                                         (1,086.2)      (991.6)    (1,140.4)
                                                                                 ----------   ----------   ----------
  Total                                                                          $ 27,629.6   $ 27,100.5   $ 25,484.5
- -----------------------------------------------------------------------------------------------------------------------
Operating profit (Note a)
  Packaged Foods                                                                 $  1,610.4   $  1,395.8   $    998.4
  Food Ingredients                                                                    160.1        173.3         90.0
  Meat Processing                                                                     269.3        180.8        102.5
  Agricultural Products                                                                18.6        108.6         48.1
                                                                                 ----------   ----------   ----------
  Total operating profit                                                            2,058.4      1,858.5      1,239.0
  Interest expense                                                                    401.5        423.3        303.8
  General corporate expenses                                                          279.8        236.9        254.2
  Goodwill amortization                                                               108.9         94.2         63.4
                                                                                 ----------   ----------   ----------
  Income before income taxes and cumulative effect of changes in accounting      $  1,268.2   $  1,104.1   $    617.6
- -----------------------------------------------------------------------------------------------------------------------
Identifiable assets
  Packaged Foods                                                                 $  9,082.6   $  9,258.3   $  5,940.2
  Food Ingredients                                                                    941.7      1,020.5        949.2
  Meat Processing                                                                   2,256.4      2,380.3      2,263.0
  Agricultural Products                                                             2,283.4      2,709.3      2,239.8
  Corporate                                                                           932.1      1,112.4        804.4
                                                                                 ----------   ----------   ----------
  Total                                                                          $ 15,496.2   $ 16,480.8   $ 12,196.6
- -----------------------------------------------------------------------------------------------------------------------
Additions to property, plant and equipment, net - including
 businesses acquired/divested
  Packaged Foods                                                                 $    359.2   $    581.2   $    291.2
  Food Ingredients                                                                      3.8         77.2         46.6
  Meat Processing                                                                     111.3        126.6        395.6
  Agricultural Products                                                                17.3         39.9         35.2
  Corporate                                                                            27.5         65.1         59.9
                                                                                 ----------   ----------   ----------
  Total                                                                          $    519.1   $    890.0   $    828.5
- -----------------------------------------------------------------------------------------------------------------------
Depreciation and amortization
  Packaged Foods                                                                 $    387.3   $    377.5   $    331.2
  Food Ingredients                                                                     41.9         44.4         42.7
  Meat Processing                                                                     127.5        122.0        116.4
  Agricultural Products                                                                35.3         30.8         30.7
  Corporate                                                                            31.2         18.2         15.5
                                                                                 ----------   ----------   ----------
  Total                                                                          $    623.2   $    592.9   $    536.5
- -----------------------------------------------------------------------------------------------------------------------


Note a: Fiscal 2000 includes before-tax restructuring and
restructuring-related charges of $621.4 million (Note 14). These charges were
included in operating profit as follows: $346.7 million in Packaged Foods,
$59.0 million in Food Ingredients, $130.7 million in Meat Processing, and
$85.0 million in Agricultural Products.


65 ConAgra Foods Annual Report

                                       99


The operations of the company are principally in the United States.
Operations outside the United States are worldwide with no single foreign
country or geographic region being significant to the consolidated
operations. Foreign net sales were $4.3 billion, $4.0 billion and $3.6
billion in fiscal year 2002, 2001 and 2000, respectively. Net sales are
attributed to countries based on location of customer. The Company's
long-lived assets located outside of the United States are not significant.

21. QUARTERLY RESULTS (UNAUDITED)



                                                                     Income                                  Dividends
                                Net         Gross       Net         Per Share         Stock Market Price      Declared
                               Sales       Profit     Income    Basic     Diluted      High         Low      Per Share
                                                                                     
2002
  First                     $  7,607.8   $ 1,054.0   $ 188.4   $   .36    $   .36    $  22.63    $  19.02    $ .22500
  Second                       7,363.6     1,099.2     231.6       .44        .44       24.70       21.72      .23500
  Third                        6,244.7       952.6     170.8       .31        .31       25.08       22.70      .23500
  Fourth                       6,413.5       987.3     192.2       .37        .36       25.64       22.60      .23500
                            ----------   ---------   -------   -------    -------                            --------
YEAR                        $ 27,629.6   $ 4,093.1   $ 783.0   $  1.48    $  1.47    $  25.64    $  19.02    $ .93000
- -----------------------------------------------------------------------------------------------------------------------

2001
  First                     $  7,061.6   $   863.6   $ 120.2   $   .25    $   .25    $  23.69    $  18.25    $ .20350
  Second                       7,232.0     1,104.0     281.2       .54        .54       26.19       18.06      .22500
  Third                        6,379.1       922.1     115.8       .22        .22       26.19       18.75      .22500
  Fourth                       6,427.8       899.1     121.4       .23        .23       21.69       17.50      .22500
                            ----------   ---------   -------   -------    -------                            --------
YEAR                        $ 27,100.5   $ 3,788.8   $ 638.6   $  1.24    $  1.24    $  26.19    $  17.50    $ .87850
- -----------------------------------------------------------------------------------------------------------------------



66 ConAgra Foods Annual Report

                                       100


INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors
ConAgra Foods, Inc.

We have audited the accompanying consolidated balance sheets of ConAgra
Foods, Inc. and subsidiaries (the "company") as of May 26, 2002 and May 27,
2001, and the related consolidated statements of earnings, comprehensive
income, common stockholders' equity and cash flows for each of the three
years in the period ended May 26, 2002. These financial statements are the
responsibility of the company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of ConAgra Foods, Inc. and
subsidiaries as of May 26, 2002 and May 27, 2001, and the results of their
operations and their cash flows for each of the three years in the period
ended May 26, 2002 in conformity with accounting principles generally
accepted in the United States of America.

As discussed in Note 1 to the financial statements, in 2002 the company
changed its method of accounting for derivative instruments and other hedging
activities and in 2001 the company changed its methods of accounting for
revenue recognition relating to the shipping terms for certain of its product
sales, retailer sales incentives and consumer sales incentives.

/s/ Deloitte & Touche LLP
- ----------------------------
Deloitte & Touche LLP
July 11, 2002
Omaha, Nebraska


67 ConAgra Foods Annual Report

                                       101

EX-21

                                                                      Exhibit 21

SUBSIDIARIES OF CONAGRA FOODS, INC.

ConAgra Foods, Inc. is the parent corporation owning, directly or indirectly,
100% of the voting securities (unless otherwise noted) of the following
subsidiaries principally engaged in the production and distribution of food
products (unless otherwise noted) as of May 26, 2002:



                                                                                Jurisdiction of
Subsidiary                                                                      Incorporation
- ----------                                                                      -------------
                                                                             
Ag-Chem, Inc.  (principally engaged in the agricultural chemical
      business)                                                                 Maryland

Alliance Grain, Inc. (principally engaged in commodity marketing)               Delaware

A.M. Gilardi & Sons, Inc.                                                       Ohio

Australia Meat Holdings Pty. Ltd. (owns 100% of one active
      foreign corporation)                                                      Australia

Bumble Bee International, Inc. (owns 30% of one foreign
      corporation)                                                              Delaware

Bumble Bee Seafoods, Inc. (owns 100% of three domestic
      corporations, 50% of one domestic limited liability company and
      100% of two foreign corporations)                                         Delaware

CAG 45, Inc.                                                                    Delaware

Choice One Foods, Inc.                                                          California

ConAgra Beef Company (owns 100% of four domestic
      corporations, 50% of two domestic limited liability companies, and
      100% of one foreign corporation)                                          Delaware

ConAgra Dairy Foods Company (owns 100% of three domestic
      corporations)                                                             Delaware

ConAgra Grocery Products Company (owns 100% of 11 domestic corporations, 50%
      of two domestic limited liability companies, 50% of one foreign
      corporation and 100% of one foreign corporation)                          Delaware

ConAgra International Fertilizer Company (principally engaged in the
      agricultural chemicals business)                                          Delaware

ConAgra International, Inc. (owns 100% of the voting securities
      of 16 foreign corporations, 99% of  five foreign corporations,
      85% of one foreign corporation, and 30% of one foreign corporation,
      all engaged principally in the worldwide commodities trading
      business and the processing of beef and malt)                             Delaware

ConAgra Limited (owns


                                       102


                                                          Exhibit 21 (continued)

                                                                             

      100% of one foreign entity and 50% of one foreign entity)                 Canada

ConAgra Poultry Company (owns 100% of two domestic
      corporations and 50% of one domestic limited liability company engaged
      principally in waste conversion)                                          Delaware

ConAgra Poultry Company of Kentucky, Inc.                                       Kentucky

Cropmate Company (owns 100% of two domestic corporations;
      principally engaged in the agricultural chemicals business)               Delaware

GoodMark Foods, Inc. (owns 100% of one domestic corporation)                    North Carolina

Grist Mill Co. (owns 100% of a domestic corporation)                            Delaware

Grower Service Corporation (principally engaged in the agricultural
      chemicals business)                                                       New York

Hester Industries, Inc.                                                         West Virginia

Lamb Weston, Inc. (owns 100% of  three domestic
      corporations; 50% of one domestic limited liability company;
      15% of one foreign corporation and 82% of one
      domestic limited liability company)                                       Delaware

Loveland Industries, Inc. (principally engaged in the agricultural
      chemicals business)                                                       Colorado

Midwest Agriculture Warehouse Co. (principally engaged in the
      agricultural chemicals business)                                          Nebraska

Molinos de Puerto Rico, Inc.                                                    Nebraska

Monfort Finance Company, Inc.                                                   Colorado

Ostlund Chemical Company (principally engaged in the agricultural
      chemicals business)                                                       North Carolina

Platte Chemical Co. (owns 49% of one foreign corporation
      and 3% of two domestic limited liability companies; principally engaged
      in the agricultural chemicals business)                                   Nebraska

Pueblo Chemical & Supply Co. (principally engaged in the agricultural
      chemicals business)                                                       Colorado

S&C Beef Processors, L.L.C.                                                     Alabama

Swift & Company                                                                 Delaware

Swift-Eckrich, Inc. (owns 100% of six domestic corporations; 100% of one
      domestic limited liability company and 100% of one foreign
      corporation)                                                              Delaware



                                       103


                                                          Exhibit 21 (continued)

                                                                             
To-Ricos, Inc.                                                                  Nebraska

Tri-State Chemicals, Inc. (principally engaged in the agricultural
      chemicals business)                                                       Texas

Tri-State Delta Chemicals, Inc. (principally engaged in the agricultural
      chemicals business)                                                       Mississippi

United Agri Products, Inc. (owns 100% of the voting securities
      of 13 domestic corporations and 50% of two limited
      liability companies, all engaged principally in the
      agricultural chemicals business)                                          Delaware

United Agri Products - Florida, Inc. (principally engaged in the
      agricultural chemicals business)                                          Florida

UAP/GA Ag Chem, Inc. (principally engaged in the agricultural
      chemicals business)                                                       Georgia

Zoll Foods Corporation                                                          Illinois



The corporations listed above and on the previous page are included in the
consolidated financial statements, which are a part of this report.

                                       104

EX-23

                                                                      Exhibit 23

                          INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in Registration Statements Nos.
333-42420 and 333-87937 on Form S-3 and Nos. 333-70476, 333-46962, 333-46960,
333-44426, 333-78063, 333-64633, 33-50113, 33-48295, 33-28079, 2-81244, 2-96891,
33-15815, 333-17573, 33-52330, 333-17549, 33-63061, and 33-37293 on Form S-8 of
ConAgra Foods, Inc. and subsidiaries of our reports dated July 11, 2002 (which
reports express an unqualified opinion and include an explanatory paragraph
relating to change in methods of accounting for derivative instruments and other
hedging activities in 2002 and revenue recognition relating to the shipping
terms for certain of its product sales, retailer sales incentives, and consumer
sales incentives in 2001), appearing in and incorporated by reference in this
Annual Report on Form 10-K of ConAgra Foods, Inc. and subsidiaries for the year
ended May 26, 2002.

/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
August 22, 2002

                                       105

EX-24

                                                                      Exhibit 24

                                POWER OF ATTORNEY


     The undersigned Director of ConAgra Foods, Inc., a Delaware corporation,
hereby constitutes and appoints Bruce C. Rohde as Attorney-in-Fact in his name,
place and stead to execute ConAgra Foods' Annual Report on Form 10-K for the
fiscal year ended May 26, 2002, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
12th day of July, 2002.


                                                   /s/  Mogens C. Bay
                                                 Mogens C. Bay

                                       106


                                                          Exhibit 24 (continued)

                                POWER OF ATTORNEY


     The undersigned Director of ConAgra Foods, Inc., a Delaware corporation,
hereby constitutes and appoints Bruce C. Rohde as Attorney-in-Fact in his name,
place and stead to execute ConAgra Foods' Annual Report on Form 10-K for the
fiscal year ended May 26, 2002, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
12th day of July, 2002.


                                                   /s/ Howard G. Buffett
                                                 Howard G. Buffett

                                       107


                                                          Exhibit 24 (continued)

                                POWER OF ATTORNEY


     The undersigned Director of ConAgra Foods, Inc., a Delaware corporation,
hereby constitutes and appoints Bruce C. Rohde as Attorney-in-Fact in his name,
place and stead to execute ConAgra Foods' Annual Report on Form 10-K for the
fiscal year ended May 26, 2002, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
12th day of July, 2002.


                                                   /s/ John T. Chain, Jr.
                                                 John T. Chain, Jr.

                                       108


                                                          Exhibit 24 (continued)

                                POWER OF ATTORNEY


     The undersigned Director of ConAgra Foods, Inc., a Delaware corporation,
hereby constitutes and appoints Bruce C. Rohde as Attorney-in-Fact in his name,
place and stead to execute ConAgra Foods' Annual Report on Form 10-K for the
fiscal year ended May 26, 2002, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
12th day of July, 2002.


                                                   /s/ Alice B. Hayes
                                                 Alice B. Hayes

                                       109


                                                          Exhibit 24 (continued)

                                POWER OF ATTORNEY

     The undersigned Director of ConAgra Foods, Inc., a Delaware corporation,
hereby constitutes and appoints Bruce C. Rohde as Attorney-in-Fact in his name,
place and stead to execute ConAgra Foods' Annual Report on Form 10-K for the
fiscal year ended May 26, 2002, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
12th day of July, 2002.


                                                   /s/ Robert A. Krane
                                                 Robert A. Krane

                                       110


                                                          Exhibit 24 (continued)

                                POWER OF ATTORNEY


     The undersigned Director of ConAgra Foods, Inc., a Delaware corporation,
hereby constitutes and appoints Bruce C. Rohde as Attorney-in-Fact in his name,
place and stead to execute ConAgra Foods' Annual Report on Form 10-K for the
fiscal year ended May 26, 2002, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
12th day of July, 2002.


                                                   /s/ Mark Rauenhorst
                                                 Mark Rauenhorst

                                       111


                                                          Exhibit 24 (continued)

                                POWER OF ATTORNEY

     The undersigned Director of ConAgra Foods, Inc., a Delaware corporation,
hereby constitutes and appoints Bruce C. Rohde as Attorney-in-Fact in his name,
place and stead to execute ConAgra Foods' Annual Report on Form 10-K for the
fiscal year ended May 26, 2002, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
12th day of July, 2002.


                                                   /s/ Carl E. Reichardt
                                                 Carl E. Reichardt

                                       112


                                                          Exhibit 24 (continued)

                                POWER OF ATTORNEY


     The undersigned Director of ConAgra Foods, Inc., a Delaware corporation,
hereby constitutes and appoints Bruce C. Rohde as Attorney-in-Fact in his name,
place and stead to execute ConAgra Foods' Annual Report on Form 10-K for the
fiscal year ended May 26, 2002, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
12th day of July, 2002.


                                                   /s/ Ronald W. Roskens
                                                 Ronald W. Roskens

                                       113


                                                          Exhibit 24 (continued)

                                POWER OF ATTORNEY

     The undersigned Director of ConAgra Foods, Inc., a Delaware corporation,
hereby constitutes and appoints Bruce C. Rohde as Attorney-in-Fact in his name,
place and stead to execute ConAgra Foods' Annual Report on Form 10-K for the
fiscal year ended May 26, 2002, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
12th day of July, 2002.


                                                   /s/ Kenneth E. Stinson
                                                 Kenneth E. Stinson

                                       114

EX-99.1

                                                                    Exhibit 99.1

                                CERTIFICATION OF
                             CHIEF EXECUTIVE OFFICER

                 Pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     The undersigned, Bruce Rohde, Chairman and Chief Executive Officer of
ConAgra Foods, Inc. (the "Company"), has executed this certification in
connection with the filing with the Securities and Exchange Commission of the
Company's Annual Report on Form 10-K for the fiscal year ended May 26, 2002 (the
"Report").

The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to his knowledge
that:

     1.   the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2.   the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

     IN WITNESS WHEREOF, the undersigned has executed this certification as of
the 23rd day of August 2002.


/s/ Bruce Rohde
- ---------------------------------------
Bruce Rohde
Chairman and Chief Executive Officer


                                       115


                                                        Exhibit 99.1 (continued)

                                CERTIFICATION OF
                             CHIEF FINANCIAL OFFICER

                 Pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     The undersigned, Jim O'Donnell, Executive Vice President, Chief Financial
Officer and Corporate Secretary of ConAgra Foods, Inc. (the "Company"), has
executed this certification in connection with the filing with the Securities
and Exchange Commission of the Company's Annual Report on Form 10-K for the
fiscal year ended May 26, 2002 (the "Report").

The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to his knowledge
that:

     1.   the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2.   the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

     IN WITNESS WHEREOF, the undersigned has executed this certification as of
the 23rd day of August 2002.


/s/ Jim O'Donnell
- ---------------------------------------
Jim O'Donnell
Executive Vice President, Chief Financial Officer
and Corporate Secretary


                                       116