<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>sklarskyterms.txt
<TEXT>

                                                                    Exhibit 10.1
                               CONAGRA FOODS, INC.
                         FRANK S. SKLARSKY - EMPLOYMENT
                                SUMMARY OF TERMS



Position:  Chief Financial Officer for ConAgra Foods, Inc.

1)   Annual Salary: $ 500,000 per annum payable bi-weekly.

2)   Annual Incentive: Participation in the annual management incentive program.
     Incentive  uncapped  but  targeted  at  100%  of  annual  salary.   Payment
     contingent   upon  the   achievement   of  business  goals  and  individual
     performance  objectives.  For the fiscal year ending May 2005 only,  a full
     year payout at target to facilitate  partial buy-out of incentive  position
     with current employer.

3)   Long Term Senior Management Incentive Plan:  Participation in ConAgra Foods
     long-term senior management  incentive  program at four units.  Eligibility
     for an award of equivalent value paid in restricted units on the same basis
     as other participants in the long-term program.

4)   Restricted  Stock  Grant:  One-time  grant of 50,000  restricted  shares of
     ConAgra Foods stock 100% vested on the fourth  anniversary of the grant; if
     employment  with ConAgra  Foods  terminates  prior to that date for reasons
     other than "cause", vest at 25% for each year of employment.

5)   Sign On Bonus:  Sign on payment of $350,000,  less  applicable  deductions,
     payable within 30 days of start date.  Resignation  within one year results
     in 100% of  re-payment  to the company;  if between one and two years,  50%
     repayment.

6)   Pension:  Participation  in ConAgra Foods pension program on the same basis
     as other participants.

7)   Supplemental  Employee Benefits:  Participation in the supplemental ConAgra
     Foods non-qualified pension plan that covers pensionable earnings (base and
     regular annual  incentives) above the IRS imposed limits, on the same basis
     as  other  participants.  Starting  at the end of 5th  year  of  continuous
     service  ,credit for one additional  year of service and an additional year
     of service  credit at the end of each year of  continuous  service  through
     year 14 for a total of ten additional credited years of service used in the
     calculation of the nonqualified pension benefit.

8)   401K Plan:  Participation in the ConAgra Foods' 401K Plan. Participation in
     the ConAgra Foods'  non-qualified 401K Plan.  Participation in each plan on
     the same basis as other participants.

9)   Relocation  Package:  Participation in ConAgra Foods' relocation program on
     the same  basis as  other  participants,  including  receipt  of a  $25,000
     payment  less  appropriate  taxes  upon  relocation  to Omaha and  mortgage
     assistance capped at a maximum of $30,000.

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