CONAGRA FOODS INC /DE/
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>cagempagrmnt.txt
<TEXT>
                              EMPLOYMENT AGREEMENT


     AGREEMENT made by and between ConAgra Foods,  Inc., a Delaware  corporation
("Company"),  and Gary M.  Rodkin  ("Executive")  dated  August  31,  2005  (the
"Agreement Date").

     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.  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 the Agreement Date and shall continue in accordance  with
     the terms hereof until a termination of Executive's employment.

2.   Position and Duties.

     2.1  Position.  On October 1, the Executive will become President and Chief
          Executive  Officer  of  the  Company  and  Executive  shall  have  the
          customary powers,  responsibilities  and authorities of presidents and
          CEOs of  corporations  of the size, type and nature of the Company and
          as provided in the Company's  by-laws.  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 $1,000,000 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,  and any such
          increased amount shall become the Base Salary hereunder.

     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 200% of Executive's  Base
          Salary.  The  performance  goals  with  respect to such  target  bonus
          opportunity  shall be  established  annually  by the  Human  Resources
          Committee of the Board on a basis consistent with the establishment of
          such  performance  goals for other  senior  executive  officers of the
          Company.  Executive's  annual  bonus for fiscal  year 2006 shall be no
          less than his target bonus.

     3.3  Long Term Senior Management Incentive Plan.

          (a)  In  lieu  of  participation  in the  Company's  Long-Term  Senior
               Management  Incentive Program ("LTSMIP") for fiscal year 2006, on
               May 26,  2006,  the Company  will grant to  Executive  options to
               acquire  480,000  shares of Company  common  stock.  The exercise
               price of such options shall be the closing price of the Company's
               common stock on the New York Stock  Exchange  ("NYSE") on May 26,
               2006.  Subject to earlier vesting as may be provided herein or in
               the award agreement, one hundred ninety-two thousand (192,000) of
               such options shall vest and become  exercisable  on May 27, 2007;
               144,000 of such options shall vest and become  exercisable on May
               25, 2008;  and the balance of such options  shall vest and become
               exercisable on May 31, 2009, in all events subject to Executive's
               continued employment on such dates. Such options shall be granted
               pursuant  to a stock  option  agreement  in the form of the stock
               option agreement referenced in Section 3.4.

          (b)  Beginning with fiscal year 2007,  Executive shall  participate in
               the  LTSMIP or any  successor  plan at levels  determined  by the
               Human   Resource   Committee  of  the  Board  of  Directors   and
               commensurate with Executive's position.

     3.4  Stock Option  Grant.  Pursuant to the stock option  agreement  entered
          into as of the  Agreement  Date,  the Company  will grant to Executive
          upon execution of this Agreement  options to acquire  1,000,000 shares
          of Company  common stock.  The exercise  price of such options will be
          the closing  price of the  Company's  common  stock on the NYSE on the
          date of grant. Subject to earlier vesting as may be provided herein or
          in the  award  agreement,  four  hundred  thousand  (400,000)  of such
          options shall vest and become  exercisable on May 27, 2007; 300,000 of
          such options shall vest and become  exercisable  on May 25, 2008;  and
          the balance of such options shall vest and become  exercisable  on May
          31, 2009, in all events subject to Executive's continued employment on
          such dates.

4.   Other Benefits.

     4.1  Employee  Benefit Plans.  The Company shall provide  Executive and his
          eligible dependents 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  (including
          qualified  and   non-qualified   plans)  in  accordance  with  Company
          policies.  This will include  vacation  benefits  pursuant to standard
          Company  vacation  policy,  but not less than four weeks per  calendar
          year.

     4.2  Non-Qualified  Plans.  The Executive will participate in the Company's
          Non-Qualified    Pension   Plan   (the   "Non-Qualified   Plan")   and
          Non-Qualified CRISP Plan ("Non-Qualified CRISP Plan"). For purposes of
          the  Non-Qualified  Plan,  except  as set  forth  below,  (i) years of
          service for  purposes of  calculating  benefits  will be credited at a
          three-for-one rate until Executive has service credit of thirty years,
          and (ii) annual pensionable earnings shall be no less than $3,000,000.
          Notwithstanding   the  foregoing,   (x)  in  the  event  of  voluntary
          termination  or retirement  prior to attainment of age 60, a crediting
          rate of two-for-one shall apply in lieu of the three-for-one rate, (y)
          the Board must approve a voluntary  termination  or retirement  before
          the fifth  anniversary of the Agreement Date and, in the event of such
          termination or retirement without approval by the Board, the Executive
          will not be entitled to any benefits under the  Non-Qualified  Plan or
          the  Non-Qualified  CRISP Plan, and (z) the amount of benefit  payable
          under the  Non-Qualified  Plan shall be subject to offset for benefits
          paid or  payable to  Executive  under any Pepsi  supplemental  pension
          retirement  plan.  Such  offset  shall  be  determined  by  converting
          benefits  under both such plans to lump sum  equivalent  values  which
          shall be determined by applying the actuarial  assumptions and methods
          used by the Company for purposes for  determining the lump sum benefit
          payments under the Non-Qualified Plan. In the event of termination for
          "Cause",  the Executive will not be entitled to any benefits under the
          Non-Qualified Plan or the Non-Qualified CRISP Plan.

     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  or employee  benefit
          plans.  The  provisions  of  this  subparagraph  shall  not be  deemed
          exclusive   of  any   other   rights   to  which   Executive   seeking
          indemnification  may  have  under  any  by-law,   agreement,  vote  of
          stockholders  or  directors,  or  otherwise.  The  provisions  of this
          paragraph  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.  The Company will pay all reasonable  professional  fees
          and expenses  incurred by Executive in connection with the negotiation
          and preparation of this Agreement.

     4.5  Relocation.  Executive  will be provided full  relocation  benefits in
          accordance with the Company's policy, subject to the following:

          (a)  Executive  will be  provided  temporary  housing  in Omaha at the
               Company's expense in a corporate apartment (or equivalent monthly
               housing allowance) for the lesser of two years or until Executive
               purchases permanent housing in Omaha ("Interim Period");

          (b)  Executive  will be provided  commutation  travel for Executive to
               and from White Plains/Omaha during the Interim Period;

          (c)  To the extent that any benefit provided  pursuant to this Section
               4.5 is taxable to the  Executive,  the  Company  shall pay to the
               Executive a full gross-up (except to the extent such expenditures
               by the  Executive  may be  deducted on the  Executive's  personal
               income tax return and excluding gain on sale of home) so that the
               amounts paid by the Company,  net of the Executive's taxes, fully
               cover the relevant expenses.

     4.6  Security Policy.  The Company's senior executive  security policy will
          apply  to  Executive,   including   use  of  corporate   aircraft  and
          appropriate home security in Omaha.

     4.7  Change of Control  Benefits.  The Executive  will  participate  in the
          Company's   change  of  control   benefits   programs  and  agreements
          applicable to the Company's executive officers,  as modified from time
          to time;  provided  that (i) the  severance  benefit  which may become
          payable  to  Executive  upon or after a change of  control  as defined
          under  such  program  shall  be no less  than  2.99  times  the sum of
          Executive's  Base Salary plus target annual bonus as provided under in
          Section 3.1 and 3.2  hereof,  and (ii)  Executive  will be entitled to
          full tax  gross up  (including  all  taxes  imposed  on such  gross up
          payment)  with  respect  to  excise  taxes  (including   interest  and
          penalties  related thereto) imposed under Section 4999 of the Internal
          Revenue Code with respect to any payments,  distributions  or benefits
          paid or payable to or for the  benefit of  Executive  pursuant  to the
          terms  of  this  Agreement  or  otherwise;  provided  further,  if the
          benefits  payable under such change of control  benefits  programs are
          duplicative of benefits  provided under this Agreement,  the Executive
          shall  receive  only  the most  favorable  benefits  (determined  on a
          benefit by benefit basis) under one such program.

     4.8  Stock Ownership.  The Executive acknowledges and agrees to comply with
          the Company's  executive stock  ownership  guidelines as existing from
          time to time, and which currently  prohibit Executive from selling any
          shares of Company  common  stock  except (i) shares,  the  proceeds of
          which are used to pay taxes  resulting from the vesting or exercise of
          options, and (ii) sales, so long as, immediately  following such sale,
          Executive owns shares of Company common stock (as determined under the
          Company's share ownership  guidelines,  as modified from time to time)
          with a value  (as  determined  under  the  Company's  share  ownership
          guidelines,  as  modified  from  time to time) in  excess of six times
          Executive's annual Base Salary.

     4.9  Post-Retirement Benefits.

          (a)  Upon termination of employment following the fifth anniversary of
               the Agreement  Date, or, if earlier,  due to death or disability,
               or involuntary  termination without Cause or resignation for Good
               Reason,  Executive  will be  deemed  retiree  eligible  ("Retiree
               Eligible")  under  all  pension  (other  than  qualified  pension
               plans),  welfare benefit and equity  incentive plans and programs
               applicable to senior executives.

          (b)  So long as Executive is Retiree Eligible, Executive (his wife and
               other  covered  dependents)  shall  be  provided  post-employment
               COBRA-equivalent  medical coverage, at Executive's expense, until
               each of Executive and his wife, respectively,  attain age 65 (and
               other covered dependents otherwise would cease to be eligible for
               coverage).   This  benefit   would  follow  any  health   benefit
               continuation    coverage    occurring    in    connection    with
               severance-related  benefits continuation described in Section 5.2
               and would fill gaps in Company-provided retiree plan coverage.

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 with or without 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  inconsistent with Executive's  position or any
               removal  of  Executive  from,  or  failure  to elect  or  reelect
               Executive  to, the position of  President  and CEO of the Company
               (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) failure of the
               Board to nominate  Executive for election to the Company's Board,
               except  in  connection  with  termination  for  Cause,  Permanent
               Disability,  death, or voluntary termination by Executive without
               Good Reason,  (iii) a reduction of Executive's  Base Salary or of
               the annual target bonus opportunity as in effect on the Agreement
               Date, (iv) any material breach by the Company of any provision of
               this Agreement,  or (v) a requirement  that Executive be based at
               any office or location other than Omaha, Nebraska.

          (c)  "Permanent  Disability"  shall mean the  permanent  disability of
               Executive as determined 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,  and all awards in connection with the LTSMIP, shall become
          fully vested, and all options will be exercisable during the remainder
          of the term of such  options,  (iii) all  deferred  compensation  (not
          including  retirement  benefits) shall be promptly paid to Executive's
          estate or designated  beneficiary in accordance with the terms of such
          deferred  compensation (the items in (i), (ii) and (iii) above and (v)
          below 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,  together with any
          accrued, but unused,  vacation pay, 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's  pension benefit
          under the  Non-Qualified  Plan shall be based on the amount accrued to
          the date of  termination,  plus the additional  amount that would have
          accrued  during the next two years if  Executive  would have  remained
          employed  and received  compensation  described in clause (iii) below,
          such pension benefit to be paid in accordance  with the  Non-Qualified
          Plan, (iii)  Executive's Base Salary and target bonus under the Annual
          Bonus Plan shall  continue  for a period of 24 months  following  such
          termination,  (iv)  Executive  will be  entitled  to a pro rata annual
          bonus under the Annual Bonus Plan for the year of  termination,  based
          on actual  performance  and  payable  when  bonuses  are paid to other
          senior  executives;  and (vi)  Executive and his  dependents  shall be
          entitled to continued participation in all health and welfare plans or
          programs in which Executive and such dependents were  participating on
          the  date of the  termination  until  the  earlier  of (a) the  second
          anniversary of termination of employment,  and (b) the date, or dates,
          Executive  receives  equivalent  coverage and benefits under the plans
          and programs of a subsequent  employer (such coverages and benefits to
          be determined on a coverage-by-coverage, or benefit-by-benefit basis);
          provided that, to the extent  Executive is precluded  from  continuing
          participation in any such plan or program as provided in this Section,
          the Company  shall pay to  Executive an amount equal to the sum of (x)
          with respect to insured benefits,  the present value (discounted using
          the then published 2-year Treasury rate) of the premiums  expected for
          coverage  less any active  employee  portion of the  premiums  for the
          2-year  period,  plus (y) with respect to benefits  not  insured,  the
          present value  (discounted  using the then published  2-year  Treasury
          rate) of the  expected  gross  cost per  employee  to the  Company  to
          provide such benefits less active employee contributions.

     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.  Subject to Section 5.5 below,  all cash  payments
          required hereunder following the termination of Executive's employment
          shall  be  made  within  fifteen  days  following  such   termination;
          provided,  that  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  senior
          executive officers  participating in such plans and payments under the
          non-qualified  retirement or deferred compensation plans shall be made
          in accordance with the provisions of such plans.

     5.5  Code Section 409A. It is intended that any amounts  payable under this
          Agreement and the Company's and  Executive's  exercise of authority or
          discretion  hereunder shall comply with the provisions of Section 409A
          of the Internal  Revenue Code and the  treasury  regulations  relating
          thereto so as not to subject  Executive to the payment of interest and
          tax penalty which may be imposed under Section 409A. In furtherance of
          this  intent,  to the extent that any  regulations  or other  guidance
          issued  under  Section  409A  after the date of this  Agreement  would
          result in the Executive  being subject to the payment of such interest
          or tax  penalty,  the  Company  and  Executive  agree  to  amend  this
          Agreement  in order to  bring  this  Agreement  into  compliance  with
          Section 409A.

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/Non-Solicitation.

          (a)  From  the  Agreement  Date  through  a  period  ending  one  year
               following the termination of the employment of Executive with the
               Company for any reason (the "Restricted Period"), 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.

          (b)  During the  Restricted  Period,  Executive  will not  directly or
               through  others,  without the prior written  consent of the Board
               (i) directly or indirectly  recruit,  hire, solicit or induce, or
               attempt to induce,  any employee of the Company or its associated
               companies to terminate  their  employment with or otherwise cease
               their relationship with the Company or its associated  companies,
               or (ii) solicit business or customers of the Company.

          (c)  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 a termination of Executive's  employment pursuant
     to Section 5.2 above or a Company 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  (except for the offset  described in Section
     4.2 relating to benefits  under the  Non-Qualified  Plan and except for the
     offset  described in Section 5.2 with  respect to health and welfare  plans
     and programs) or by any amounts owing by Executive to the Company.

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  shall  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 Foods, Inc.
                              One ConAgra Drive
                              Omaha, Nebraska 68102
                              Attn: Secretary

     To Executive:            At the address shown on the records of the Company

     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.

14.  Arbitration.  Any controversy or claim arising out of this Agreement or any
     breach  shall be resolved by  arbitration  pursuant to this Section and the
     then current rules of the American Arbitration Association. The arbitration
     shall  be  held  in  Omaha,  Nebraska  before  three  arbitrators  who  are
     knowledgeable  of  employment  law.  If the  parties  cannot  agree  on the
     appointment,  one arbitrator shall be appointed by the Company,  one by the
     Executive,  and the third shall be appointed by the first two  arbitrators.
     The  arbitrator's  decision and award shall be final and binding and may be
     entered in any court having jurisdiction  thereof. The arbitrator shall not
     have the power to award  punitive or  exemplary  damages.  Each party shall
     bear its own attorneys'  fees  associated  with the  arbitration  and other
     costs and  expenses  of the  arbitration  shall be borne as provided by the
     rules of the American Arbitration  Association;  provided,  however,  that,
     unless  the  arbitrators  determine  the  position  of  the  Executive  was
     frivolous,  Executive  shall be entitled to  reimbursement  for  reasonable
     attorneys'  fees  and  expenses  and  arbitration   expenses   incurred  in
     connection with the dispute. If any portion of this paragraph is held to be
     unenforceable,  it shall be severed and shall not affect either the duty to
     arbitrate or any other part of this paragraph. The Company may seek interim
     injunctive relief to enforce  restrictive  covenants pending  resolution of
     any arbitration.

15.  Company Representation. The Company represents to Executive that, as of the
     date hereof, all financial statements,  after any amendments thereto, filed
     through  the  Agreement  Date for each  quarter  and fiscal  year since the
     beginning of fiscal year 2003 fairly  present in all material  respects the
     financial  position and results of  operations of the Company in conformity
     with  general  accepted  accounting  principles  (except  as  stated in the
     footnotes to such financial statements) as of, and for the period ended on,
     the applicable reporting date.

16.  Executive  Representation.  The  Executive  represents  and warrants to the
     Company  that  the  Executive  is not a  party  to or  bound  by,  and  the
     employment of the Executive by the Company or the Executive's disclosure of
     any  information  to the  Company or its use of such  information  will not
     violate  or  breach  any   employment,   retainer,   consulting,   license,
     non-competition,  non-disclosure,  trade secrets or other agreement between
     the  Executive  and  any  other  person,  partnership,  corporation,  joint
     venture, association or other entity.

17.  Entire  Agreement.  This  Agreement  supersedes  all prior  agreements  and
     understandings  by and between the Executive and the Company and any of its
     Affiliates  or  their   respective   directors,   officers,   shareholders,
     employees,  attorneys,  agents,  or  representatives,  and  constitutes the
     entire agreement between the parties,  respecting the subject matter hereof
     and there are no  representations,  warranties or other  commitments  other
     than those expressed  herein.  If there is a conflict between any provision
     of this  Agreement  and any  provision  of any  Company  plan or  agreement
     pursuant to which  employee  benefits are provided to Executive,  including
     any stock option or other award agreement,  the provision most favorable to
     Executive  will  control.   Executive   acknowledges   that  certain  plans
     maintained by the Company must comply with ERISA, the Internal Revenue Code
     and the terms and  conditions  of the plans  ("Qualified  Plans").  Nothing
     contained in this Agreement will require the Company to provide any benefit
     contrary to the terms and conditions of the Qualified Plans or in violation
     of ERISA or the  Internal  Revenue  Code.  To the extent any  benefit to be
     provided  hereunder to the Executive cannot be provided through a Qualified
     Plan, the Company will provide the benefit on a non-qualified basis.



<PAGE>


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                                         CONAGRA FOODS, INC.


                                         By:  /s/ Carl E. Reichardt
                                            ------------------------------------
                                            Chairman, Human Resources Committee
                                             of the Board of Directors

                                              /s/ Gary M. Rodkin
                                            ------------------------------------
                                            Gary M. Rodkin
</TEXT>
</DOCUMENT>
