News Release

ConAgra Foods Agrees to $14 Million Settlement of Shareholder Lawsuit

OMAHA, Neb.--(BUSINESS WIRE)--Jan. 28, 2005--ConAgra Foods Inc. (NYSE:CAG) today announced that it has reached an agreement to settle a class action lawsuit, brought in 2001 by shareholder plaintiffs, principally related to accounting matters at a former ConAgra Foods subsidiary, United Agri Products Inc (UAP), following the company's June 2001 restatement of earnings in connection with UAP for fiscal years 1997-2001. ConAgra Foods sold UAP in November of 2003. The $14 million settlement, which is largely covered by insurance, is without any admission of liability or wrongdoing. The settlement generally resolves all claims that could be asserted relating to ConAgra Foods financial matters during the August 28, 1998 to May 23, 2001 class period. The settlement has been preliminarily approved by the court, and following notice to the class and completion of the other steps incident to the settlement process, will be submitted to the court for final approval. The company commented that it is pleased to have the uncertainty and expense of the lawsuit behind it.

ConAgra Foods Inc. (NYSE:CAG) is one of North America's largest packaged food companies, serving consumer grocery retailers, as well as restaurants and other foodservice establishments. Popular ConAgra Foods consumer brands include: ACT II, Armour, Banquet, Blue Bonnet, Brown 'N Serve, Butterball, Chef Boyardee, Cook's, Crunch 'n Munch, DAVID, Decker, Eckrich, Egg Beaters, Fleischmann's, Golden Cuisine, Gulden's, Healthy Choice, Hebrew National, Hunt's, Kid Cuisine, Knott's Berry Farm, La Choy, Lamb Weston, Libby's, Life Choice, Lightlife, Lunch Makers, MaMa Rosa's, Manwich, Marie Callender's, Orville Redenbacher's, PAM, Parkay, Pemmican, Peter Pan, Reddi-wip, Rosarita, Ro*Tel, Slim Jim, Snack Pack, Swiss Miss, Van Camp's, Wesson, Wolf, and many others.

    CONTACT: ConAgra Foods Inc., Omaha
             Chris Kircher, 402-595-5392
             Chris Klinefelter, 402-595-4154

    SOURCE: ConAgra Foods Inc.