Q&A:  United Agri Products
     October 30, 2003

     1.   Why is ConAgra Foods selling this business?

          Selling UAP fits with our strategy to focus on branded and value-added
          products.  Other  recent  strategic  actions  toward  this  goal  have
          included divesting our fresh beef and pork business  (September 2002),
          divesting  our canned  seafood  business  (May  2003),  divesting  two
          cheese-processing  operations (May 2003), and the pending  divestiture
          of the chicken processing operations (expected to close soon).

     2.   ConAgra Foods is retaining some of UAP's international  business.  How
          big are those operations and where are they concentrated?

          About $250 million of  annualized  sales  concentrated  in  Argentina,
          Bolivia, Chile, France, Mexico, South Africa, and the United Kingdom.

     3.   When is the sale of UAP expected to close?

          The transaction is expected to close by December 31, 2003,  subject to
          customary closing conditions.

     4.   Will this transaction result in a charge to earnings?

          ConAgra Foods will take an approximate $25 million charge or $0.04 per
          diluted share in the fiscal second quarter.

     5.   What will ConAgra Foods do with the cash proceeds?

          We'll use them for general corporate  purposes  including the pay-down
          of debt.  Our  priorities  for cash are to invest  for  future  growth
          either by acquisition or organically, as well as to pay dividends, buy
          back stock, and pay down debt.

     6.   What is the agreement regarding preferred securities?

          As part of the  consideration,  ConAgra  Foods will  receive  $60 - 75
          million of preferred stock. The preferred  dividend,  payable in kind,
          is as follows:

          8% rate years 1-5
          9% year 6
          10% thereafter


     7.   How long do you expect to hold the preferred securities?

          Our  preferred  securities  can be sold as and when Apollo  Management
          sells its equity.  In  addition,  we have other  mandatory  redemption
          rights including change of control.

     8.   Will ConAgra Foods retain any ownership in the divested business?

          Just in the form of the preferred securities.

     9.   What was the operating profit for the UAP segment in Fiscal 2003?

          $47.0 million

     10.  What  were  the  depreciation  and  capital  expenditures  for the UAP
          segment in Fiscal 2003?

          Depreciation $18.7 million
          Capital Expenditures $9.4 million

     11.  Does the company have plans to make other divestitures?

          Our objective is to concentrate our capital in branded and value-added
          food  products  to improve  overall  margin and return  opportunities.
          Other  recent  strategic   actions  toward  this  goal  have  included
          divesting our fresh beef and pork business (September 2002), divesting
          our   canned    seafood    business   (May   2003),    divesting   two
          cheese-processing  operations (May 2003), and the pending  divestiture
          of the chicken processing operations (expected to close soon).

     12.  Will there continue to be an Agricultural Products segment?

          No. The results of operations of the retained businesses from UAP will
          be reflected as part of the Food Ingredients segment.