Severance Agreement                                                                   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.
 
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                                                       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
 
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                                                       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
 
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                                                       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
 
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                                                       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.
 
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                                                       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
 
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                                                       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
 
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                                                       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
 
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                                                       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
<Page>
 
                                                       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
<Page>
 
                                                       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
<Page>
 
                                                       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

 

 

 

 
 
 
                                                                   Exhibit 10.1
 
 
 
 
                           CHANGE OF CONTROL AGREEMENT
 
     This  CHANGE  OF  CONTROL  AGREEMENT  ("Agreement")  is made as of  [Date],
between ConAgra Foods, Inc., a Delaware Corporation (the "Company"),  and [Name]
(the "Employee").
 
     WHEREAS,  as is the case with most, if not all, publicly traded businesses,
it is  expected  that the  Company  from  time to time may  consider  or need to
consider the possibility of an acquisition by another company or other Change of
Control of the  ownership of the Company.  The Board of Directors of the Company
(the  "Board")  recognizes  that such  considerations  can be a  distraction  to
Employee  and  can  cause  the  Employee  to  consider  alternative   employment
opportunities  or to be influenced by the impact of a possible Change of Control
of  the  ownership  of the  Company  on  Employee's  personal  circumstances  in
evaluating such  opportunities.  The Board has determined that it is in the best
interests  of the Company and its  shareholders  to assure that the Company will
have the continued  dedication and objectivity of Employee,  notwithstanding the
possibility, threat or occurrence of a Change of Control of the Company.
 
     WHEREAS, the Board believes that it is in the best interests of the Company
and  its  shareholders  to  provide  Employee  with  an  incentive  to  continue
Employee's  employment  and to motivate  Employee  to maximize  the value of the
Company upon a Change of Control for the benefit of its shareholders.
 
     WHEREAS,  the Board believes that it is important to provide  Employee with
certain benefits upon Employee's  termination of employment in certain instances
upon or  following  a Change of Control  that  provide  Employee  with  enhanced
financial  security and incentive and  encouragement  to remain with the Company
notwithstanding the possibility of a Change of Control.
 
     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and agreements  hereinafter  set forth and intending to be legally bound hereby,
the parties hereto agree as follows:
 
1.   Definitions.  For all purposes of this Agreement, the following terms shall
     have the  meanings  specified in this  Section  unless the context  clearly
     otherwise requires:
 
     (a)  "Affiliate"  and  "Associate"  shall  have  the  respective   meanings
          ascribed  to such  terms in Rule  12b-2 of  Regulation  12B  under the
          Exchange Act.
 
     (b)  A  Person  shall  be  deemed  to have  "Beneficial  Ownership"  of any
          securities: (i) that such Person or any of such Person's Affiliates or
          Associates,  directly or indirectly, has the right to acquire (whether
          such right is  exercisable  immediately  or only after the  passage of
          time) pursuant to any agreement, arrangement or understanding (whether
          or not in writing) or upon the exercise of conversion rights, exchange
          rights, rights, warrants or options, or otherwise;  provided, however,
          that a Person shall not be deemed the "Beneficial Owner" of securities
          tendered pursuant to a tender or exchange offer made by such Person or
          any of such  Person's  Affiliates  or  Associates  until such tendered
          securities are accepted for payment,  purchase or exchange;  (ii) that
          such Person or any of such Person's Affiliates or Associates, directly
          or indirectly,  has the right to vote or dispose of or has "beneficial
          ownership"  of (as  determined  pursuant  to Rule 13d-3 of  Regulation
          13D-G under the Exchange Act),  including without limitation  pursuant
          to any  agreement,  arrangement  or  understanding,  whether or not in
          writing;  provided,  however,  that a Person  shall not be deemed  the
          "Beneficial  Owner" of any security under this clause;  as a result of
          an oral or written  agreement,  arrangement or  understanding  to vote
          such security if such  agreement,  arrangement  or  understanding  (A)
          arises  solely  from a  revocable  proxy given in response to a public
          proxy or consent  solicitation  made  pursuant  to, and in  accordance
          with, the applicable  provisions of the Proxy Rules under the Exchange
          Act,  and (B) is not then  reportable  by such Person on Schedule  13D
          under the Exchange Act (or any  comparable  or successor  report);  or
          (iii) that are  beneficially  owned,  directly or  indirectly,  by any
          other Person (or any  Affiliate or Associate  thereof) with which such
          Person (or any of such  Person's  Affiliates  or  Associates)  has any
          agreement,  arrangement or  understanding  (whether or not in writing)
          for the purpose of acquiring,  holding,  voting (except  pursuant to a
          revocable  proxy as  described in the proviso to clause (ii) above) or
          disposing of any voting securities of the Company; provided,  however,
          that  nothing in this  Section  1(b) shall  cause a Person  engaged in
          business as an underwriter of securities to be the "Beneficial  Owner"
          of any securities acquired through such Person's participation in good
          faith in a firm commitment  underwriting until the expiration of forty
          (40) days after the date of such acquisition.
 
     (c)  "Change of Control" shall mean:
 
          (i)  Individuals  who  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 the
               Company'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
 
          (ii) Consummation of a reorganization,  merger, consolidation, in each
               case, with respect to which persons who were the  shareholders of
               the Company immediately prior to such  reorganization,  merger or
               consolidation do not, immediately thereafter, own more than fifty
               percent  (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 its assets.
 
     (d)  "Cause" shall mean (i) the willful and  continued  failure by Employee
          to  substantially  perform  Employee's  duties with the Company (other
          than any such failure  resulting from  termination by the Employee for
          Good Reason) after a demand for  substantial  performance is delivered
          to the Employee that  specifically  identifies the manner in which the
          Company  believes  that the Employee has not  substantially  performed
          Employee's  duties,  and the Employee has failed to resume substantial
          performance of the Employee's duties on a continuous basis within five
          (5) days of receiving  such demand,  (ii) the willful  engaging by the
          Employee in conduct which is demonstrably and materially  injurious to
          the  Company,   monetarily  or  otherwise,  or  (iii)  the  Employee's
          conviction of a felony or  conviction  of a misdemeanor  which impairs
          the Employee's ability  substantially to perform the Employee's duties
          with the Company. For purposes of this subsection,  no act, or failure
          to act, on the Employee's part shall be deemed  "willful" unless done,
          or omitted to be done,  by the  Employee not in good faith and without
          reasonable  belief that the  Employee's  action or omission was in the
          best interest of the Company.
 
     (e)  "Code" shall mean the Internal Revenue Code of 1986, as amended.
 
     (f)  "Continuation Period" means the three (3) year period beginning on the
          Employee's Termination Date.
 
     (g)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.
 
     (h)  "Good  Reason  Termination"  shall mean a  Termination  of  Employment
          initiated  by  the  Employee   upon  one  or  more  of  the  following
          occurrences:
 
          (i)  any  failure of the Company to comply with and satisfy any of the
               terms of this Agreement;
 
          (ii) any significant involuntary reduction of the authority, duties or
               responsibilities  held by the Employee  immediately  prior to the
               Change of Control;
 
          (iii) any involuntary removal of the Employee from an officer position
               which the Employee  holds with the Company or, if the Employee is
               employed by a Subsidiary  or  Affiliate,  with the  Subsidiary or
               Affiliate,  held by the Employee  immediately prior to the Change
               of  Control,  except  in  connection  with  promotions  to higher
               office;
 
          (iv) any involuntary reduction in the aggregate  compensation level of
               the Employee including,  but not limited to, base salary,  annual
               and long term incentive  opportunity,  and supplemental executive
               retirement plans, as in effect immediately prior to the Change of
               Control;
 
          (v)  requiring  the Employee to become based at any office or location
               more than the  minimum  number of miles  required by the Code for
               the Employee to claim a moving expense deduction, from the office
               or location at which the Employee was based  immediately prior to
               such Change of Control,  except for travel reasonably required in
               the performance of the Employee's responsibilities; and
 
          (vi) the Employee  being required to undertake  business  travel to an
               extent substantially  greater than the Employee's business travel
               obligations immediately prior to the Change of Control.
 
     (i)  "Subsidiary" shall mean any corporation in which the Company, directly
          or  indirectly,  owns at least a fifty  percent  (50%)  interest or an
          unincorporated  entity of which the Company,  directly or  indirectly,
          owns at least fifty percent (50%) of the profits or capital interests.
 
     (j)  "Termination  Date" shall mean the  effective  date of the  Employee's
          Termination of Employment, as specified in the Notice of Termination.
 
     (k)  "Termination  of  Employment"   shall  mean  the  termination  of  the
          Employee's  actual  employment  relationship  with the Company and its
          Subsidiaries and Affiliates.
 
2.   Notice of  Termination.  Any  Termination of Employment upon or following a
     Change of  Control  shall be  communicated  by a Notice of  Termination  to
     Employee given in accordance  with Section 15 hereof.  For purposes of this
     Agreement,  a "Notice  of  Termination"  means a written  notice  which (i)
     indicates  the specific  provision  in this  Agreement  relied  upon,  (ii)
     briefly  summarizes the facts and  circumstances  deemed to provide a basis
     for the  Employee's  Termination  of  Employment  under  the  provision  so
     indicated,  and  (iii) if the  Termination  Date is other  than the date of
     receipt of such notice,  specifies the  Termination  Date (which date shall
     not be more than 15 days after the giving of such notice).
 
3.   Severance Compensation upon Termination of Employment.
 
     (a)  Subject to the provisions of Section 10 hereof and further  subject to
          the  Employee   executing   and  not  revoking  a  release  of  claims
          substantially in the form set forth as Exhibit A to this Agreement, in
          the event of the Employee's  involuntary  Termination of Employment by
          the Company or a  Subsidiary  or  Affiliate  for any reason other than
          Cause or in the event of a Good Reason  Termination,  in either  event
          upon or within  three years after a Change of  Control,  the  Employee
          shall  receive  the  following   amounts  in  lieu  of  any  severance
          compensation and benefits under the Company's severance plan:
 
          (i)  The Company  shall pay to the  Employee a lump sum cash  payment,
               within thirty days of the Termination Date, equal to [one, two or
               three,  based  upon  level]  multiplied  by the  sum  of (1)  the
               Employee's  annual  base salary  plus (2) the  Employee's  annual
               bonus.  The  annual  base  salary for this  purpose  shall be the
               Employee's  highest  annual base salary as of or after the Change
               of Control. The annual bonus shall be calculated for this purpose
               as the greater of (x) the  highest  annual cash bonus paid to the
               Employee  for the  three  (3) full  fiscal  years of the  Company
               preceding  the fiscal year in which the Change of Control  occurs
               or (y) the  Employee's  target  annual  cash bonus for the fiscal
               year in which the Change of Control occurs.
 
          (ii) During the Continuation Period, the Employee shall continue to be
               entitled to  participate  in the medical and dental,  disability,
               basic life insurance and supplemental life insurance plans of the
               Company or  Subsidiary  or Affiliate (to the extent such benefits
               remain in effect for other executives of the Company from time to
               time  during the  Continuation  Period)  based upon the amount of
               benefit provided to the Employee as of the Employee's Termination
               of  Employment.  The  Employee  shall be  responsible  for making
               required  contributions,  on an  after-tax  basis,  at  the  rate
               required  of  all   executive   employees  at  the  time  of  the
               Participant's Termination of Employment or thereafter, except for
               the  medical  and dental  coverage.  For the  medical  and dental
               coverage,  the Employee  shall be required to  contribute,  on an
               after-tax basis, the premium ("COBRA Premium") determined for the
               plan under Section 4980B(f) of the Code. The Company shall pay to
               the Employee a single lump sum payment equal to the present value
               of the cost of the medical and dental coverage  (assuming  family
               coverage and a reasonable  increase in the COBRA Premium) plus an
               amount  necessary so that the net amount received by the Employee
               after  deducting  any  federal,  state and local  income  tax and
               employment  tax will equal the present  value of the cost of such
               coverage.   For  purposes  of  determining  the  amount  of  this
               additional  payment,  the Employee shall be deemed to pay federal
               income tax and  employment  tax at the highest  marginal  rate of
               federal  income and  employment  taxation in the calendar year in
               which such  payment is made and state and local  income  taxes at
               the highest  marginal  rate of taxation in the state and locality
               of the Employee's residence on the Termination Date. If it is not
               possible to continue the disability,  basic life and supplemented
               life insurance  coverage  without  violation of or  noncompliance
               with tax  (including  Code  Section  409A),  legal  or  insurance
               requirements, the Company shall pay to the Employee a single lump
               sum  payment  equal  to the  present  value  of the  cost of such
               coverage  for the  Continuation  Period on the first day on which
               severance  compensation is paid pursuant to subsection (b) below;
               provided that if payment in a lump sum would cause taxation under
               Code  Section  409A,  the  Company  shall  pay  the  cost of such
               coverage for each calendar  year (or portion  thereof) that falls
               within the  Continuation  Period on the first business day during
               each such calendar year (or portion thereof) on which payment can
               be made without causing taxation under Code Section 409A.
 
         (iii) If the  Employee  participates  in one or more  Company  defined
               benefit pension plans ("Pension Plans"), the Company shall adjust
               the benefit  payable  thereunder by adding three (3) years to the
               number  of  years  of  service  and  the  Employee's  age for all
               purposes  under the Pension Plans.  [This pension  benefit is not
               included in Mr.  Rodkin's  agreement;  Mr.  Rodkin  receives  the
               pension benefit provided by his Employment Agreement dated August
               31,  2005.] The benefits  provided  under this  Subsection  (iii)
               shall be paid from a Company  nonqualified  pension  plan or from
               the  general  assets of the  Company.  The  supplemental  pension
               benefits  payable under this  Subsection  (iii) shall be unfunded
               until the Termination  Date. Within sixty (60) days following the
               Termination  Date,  the  supplemental  pension  benefit  shall be
               funded,  in one lump sum payment,  through a trust in the form of
               the model grantor trust contained in IRS Revenue Procedure 92-64,
               which trust is  incorporated  by  reference.  The  acquiror,  the
               Company  and its  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.
 
          (iv) If the Employee participates in the qualified and/or nonqualified
               ConAgra  Foods  Retirement  Income  Savings Plan  ("CRISP"),  the
               Employee  shall  receive a  supplemental  CRISP  benefit equal to
               three (3) multiplied by the maximum  employer  contribution  that
               the  Employee   could  have  received  under  the  qualified  and
               nonqualified  CRISP  (or any  successor  plan) in the  year  that
               includes  the  Termination  Date,   assuming  that  the  Employee
               contributed the maximum amount allowed to CRISP (or the successor
               plan).
 
          (v)  The  Company,   at  its   expense,   shall   provide   reasonable
               outplacement  assistance  to the Employee  through the end of the
               second calendar year beginning after the Termination  Date from a
               professional  outplacement  assistant  firm  which is  reasonably
               suitable to the Employee  and  commensurate  with the  Employee's
               position  and  responsibilities.  In no event  shall  the  amount
               expended with  outplacement  assistance  for the Employee  exceed
               Thirty Thousand Dollars ($30,000).
 
     (b)  Except as otherwise  required by Section 409A of the Code, the amounts
          described in subsections  3(a) (i), (ii), (iii) and (v) above shall be
          paid within thirty (30) days after the Termination Date. If payment is
          required to be delayed for a period of time after the Termination Date
          (a  "Postponement  Period")  pursuant to Section 409A of the Code, the
          accumulated  amounts  withheld on account of Section 409A of the Code,
          with accrued  interest as described in Section 5 below,  shall be paid
          in a lump  sum  payment  within  five (5)  days  after  the end of the
          Postponement Period. If the Employee dies during such the Postponement
          Period  prior to the  payment of  benefits,  the  amounts  withheld on
          account  of  Section  409A  of the  Code,  with  accrued  interest  as
          described  in  Section  5  below,   shall  be  paid  to  the  personal
          representative  of the Employee's  estate within sixty (60) days after
          the date of the Employee's death.  Payments under this Agreement shall
          be made by  mail to the  last  address  provided  for  notices  to the
          Employee pursuant to Section 15 of this Agreement.
 
4.   Other Payments.  Upon any Termination of Employment  entitling the Employee
     to payments  under this  Agreement,  the Employee shall receive all accrued
     but unpaid  salary and all  benefits  accrued and payable  under any plans,
     policies and programs of the Company and its  Subsidiaries  or  Affiliates,
     except for benefits payable under the Company's severance plan.
 
5.   Interest; Enforcement.
 
     (a)  If  payment  of the  amounts  described  in Section 3 or Section 10 is
          delayed  pursuant to Section 409A of the Code,  the Company  shall pay
          interest at the rate  described  below on the postponed  payments from
          the Employee's  Termination Date to the date on which such amounts are
          paid.  If the Company  shall fail or refuse to pay any amounts due the
          Employee under Section 3 or 10 on the applicable due date, the Company
          shall pay interest at the rate described  below on the unpaid payments
          from the  applicable  due date to the date on which such  amounts  are
          paid.  Interest  shall be credited at an annual rate equal to the rate
          announced  by Wells Fargo & Company (or its  successor)  as its "prime
          rate" as of the Employee's  Termination  Date,  plus one percent (1%),
          compounded annually.
 
     (b)  The Employee  shall not be required to incur any  expenses  associated
          with the enforcement of the Employee's  rights under this Agreement by
          arbitration,  litigation or other legal  action,  because the cost and
          expense thereof would substantially detract from the benefits intended
          to be extended to the  Employee  hereunder.  Accordingly,  the Company
          shall pay the Employee on demand the amount necessary to reimburse the
          Employee in full for all reasonable expenses (including all attorneys'
          fees and legal expenses)  incurred by the Employee in enforcing any of
          the  obligations  of the Company  under this  Agreement.  The Employee
          shall  notify  the  Company  of the  expenses  for which the  Employee
          demands  reimbursement  within  sixty  (60) days  after  the  Employee
          receives an invoice for such  expenses,  and the Company shall pay the
          reimbursement  amount  within  fifteen (15) days after receipt of such
          notice.
 
6.   No Mitigation. The Employee shall not be required to mitigate the amount of
     any payment or benefit  provided  for in this  Agreement  by seeking  other
     employment  or  otherwise,  nor shall the amount of any  payment or benefit
     provided  for  herein  be  reduced  by any  compensation  earned  by  other
     employment or otherwise.
 
7.   Nonexclusivity of Rights.  Nothing in this Agreement shall prevent or limit
     the Employee's  continuing or future  participation  in or rights under any
     benefit, bonus, incentive or other plan or program provided by the Company,
     or any of its  Subsidiaries  or Affiliates,  and for which the Employee may
     qualify, except as provided in this Agreement.
 
8.   No Set Off. The Company's  obligation to make the payments  provided for in
     this Agreement and otherwise to perform its obligations hereunder shall not
     be  affected  by any  circumstances,  including,  without  limitation,  any
     set-off, counterclaim, recoupment, defense or other right which the Company
     may have against the Employee or others.
 
9.   Taxation.
 
     (a)  Notwithstanding  anything  in  this  Agreement  to the  contrary,  the
          Company shall not pay benefits under this  Agreement  earlier than the
          earliest date permitted by Section 409A of the Code, or later than the
          latest date permitted by Section 409A, in order to enable the Employee
          to avoid taxation under Section 409A of the Code. Compensation that is
          subject to  Section  409A of the Code shall only be paid upon an event
          permitted by Section 409A,  and this Agreement  shall be  administered
          consistently with Section 409A, to the extent applicable.  The parties
          acknowledge  that the  requirements  of Section  409A are still  being
          developed and interpreted by government agencies,  that certain issues
          under Section 409A remain  unclear at this time,  and that the parties
          hereto have made a good faith effort to comply with  current  guidance
          under Section 409A.  Notwithstanding anything in this Agreement to the
          contrary, in the event that amendments to this Agreement are necessary
          in order to comply  with  future  guidance  or  interpretations  under
          Section   409A,   including   amendments   necessary  to  ensure  that
          compensation  will  not be  subject  to  Section  409A  taxation,  the
          Employee  agrees  that the  Company  shall be  permitted  to make such
          amendments,  on a prospective  and/or  retroactive  basis, in its sole
          discretion, provided that the parties have made a good faith effort to
          discuss the solutions and  alternatives  and provided that,  following
          the amendment,  the Employee receives  comparable economic value as if
          no delay was required.
 
     (b)  All payments under this Agreement shall be subject to all requirements
          of the law with regard to tax  withholding  and  reporting  and filing
          requirements,  and the Company  shall use its best  efforts to satisfy
          promptly all such requirements.
 
10.  Gross-Up Payment.
 
     (a)  Except as otherwise  provided in  subsection  (b) below,  in the event
          that it shall be determined  that any payment or  distribution  in the
          nature of  compensation  (within the meaning of Section  280G(b)(2) of
          the  Code) 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  constitute  an "excess
          parachute payment" within the meaning of Section 280G of the Code, the
          Company shall pay to the Employee an additional  amount (the "Gross-Up
          Payment")  such that the net amount  retained  by the  Employee  after
          deduction of any Excise Tax (as defined below), and any federal, state
          and local income tax,  employment  tax and Excise Tax imposed upon the
          Gross-Up Payment, shall be equal to the Payment. The term "Excise Tax"
          means the excise tax imposed under Section 4999 of the Code,  together
          with any  interest or  penalties  imposed  with respect to such excise
          tax. For purposes of determining  the amount of the Gross-Up  Payment,
          the Employee  shall be deemed to pay federal income tax and employment
          tax at the  highest  marginal  rate of federal  income and  employment
          taxation in the calendar  year in which the Gross-Up  Payment is to be
          made and state and local income taxes at the highest  marginal rate of
          taxation in the state and locality of the Employee's  residence on the
          Termination Date, net of the maximum reduction in federal income taxes
          that may be obtained from the deduction of such state and local taxes.
 
     (b)  Notwithstanding  the  foregoing,  the  Gross-Up  Payment  described in
          subsection  (a) shall  not be paid to the  Employee  if the  aggregate
          Parachute Value (as defined below) of all Payments does not exceed one
          hundred  ten  percent  (110%) of the Safe  Harbor  Amount (as  defined
          below). [This exception does not apply to Mr. Rodkin's agreement.] The
          "Parachute  Value" of a Payment is the present value as of the date of
          the Change of Control of the portion of the Payment that constitutes a
          "parachute   payment"  under  Section   280G(b)(2)  of  the  Code,  as
          determined  by the  Accounting  Firm (as defined  below) in accordance
          with Section  280G(b)(2) of the Code.  The "Safe Harbor Amount" is the
          maximum dollar amount of payments in the nature of  compensation  that
          are contingent on a Change of Control (as described in Section 280G of
          the Code) and that may be paid or distributed to the Employee  without
          imposition of the Excise Tax.
 
     (c)  In the event that the  Company  does not pay a  Gross-Up  Payment as a
          result of subsection (b), the aggregate  present value of the Payments
          under the  Agreement  shall be  reduced  (but not  below  zero) to the
          Reduced Amount.  The "Reduced  Amount" shall be an amount expressed in
          present value which maximizes the aggregate  present value of Payments
          under this Agreement  without causing any Payment under this Agreement
          to be subject to the Excise Tax, determined in accordance with Section
          280G(d)(4) of the Code. Unless the Employee shall have elected another
          method of  reduction  by written  notice to the  Company  prior to the
          Change of Control,  the Company  shall reduce the Payments  under this
          Agreement by first reducing Payments that are payable in cash and then
          by  reducing  Payments  that are not  payable  in cash.  Only  amounts
          payable  under  this  Agreement  shall  be  reduced  pursuant  to this
          subsection (c).
 
     (d)  All  determinations  to be made under this Section 10 shall be made by
          an  independent  registered  public  accounting  firm  selected by the
          Company  immediately  prior to the Change of Control (the  "Accounting
          Firm"),  which shall  provide its  determinations  and any  supporting
          calculations both to the Company and the Employee within ten (10) days
          of the Change of Control.  Any such  determination  by the  Accounting
          Firm shall be binding upon the Company and the Employee.
 
     (e)  The Company shall pay the applicable  Gross-Up Payment as and when the
          Excise Tax is incurred on a Payment.  The  Gross-Up  Payment  shall be
          paid in  accordance  with  Section  409A of the  Code,  to the  extent
          applicable.  If required in order to comply with  Section  409A of the
          Code,  (i) the Gross-Up  Payment  attributable  to Payments other than
          severance  compensation  and benefits  described in Section 3 shall be
          paid in a lump sum payment  upon the closing of the Change of Control,
          and (ii) the Gross-Up Payment  attributable to severance  compensation
          and  benefits  shall be paid in a lump sum payment on the first day on
          which  severance  compensation  is paid  pursuant to Section 3. If the
          amount of a Gross-Up Payment cannot be fully determined by the date on
          which the  applicable  portion of the Payment  becomes  subject to the
          Excise Tax ("Payment Date"),  the Company shall pay to the Employee by
          the Payment Date an estimate of such Gross-Up  Payment,  as determined
          by the Accounting  Firm, and the Company shall pay to the Employee the
          remainder of such Gross-Up  Payment (if any) as soon as the amount can
          be  determined,  but in no event later than twenty (20) days after the
          Payment  Date.  If for any reason the  Gross-Up  Payment is subject to
          interest or additional tax amounts described in Section  409A(a)(1)(B)
          or Section  409A(b)(4) of the Code  ("Section  409A  Penalties"),  the
          amount of the  Gross-Up  Payment  shall be  determined  by taking into
          account any amount necessary to pay the Section 409A Penalties.
 
     (f)  All of the fees and expenses of the Accounting  Firm in performing the
          determinations  referred to in this  Section  shall be borne solely by
          the Company.  The Company  agrees to indemnify  and hold  harmless the
          Accounting  Firm of and from any and all claims,  damages and expenses
          resulting  from or  relating  to its  determinations  pursuant to this
          Section,  except for claims,  damages or expenses  resulting  from the
          gross negligence or willful misconduct of the Accounting Firm.
 
11.  Term. This Agreement shall commence on the date hereof and, unless there is
     a  Change  of  Control,  shall  continue  until  the  earliest  of (a)  the
     Employee's  termination  of  employment  as a  full  time  employee  of the
     Company,  (b) the  date  the  Employee  enters  into a  written  separation
     agreement  with  the  Company;  or (c) the  date  when  this  Agreement  is
     terminated by the Company in accordance with the next sentence. If a Change
     of Control has not  occurred,  then the Company shall have the right at any
     time to  terminate  this  Agreement  by giving the  Employee six (6) months
     prior  written  notice of  termination  of this  Agreement.  If a Change of
     Control  occurs  at any time  prior to the  termination  of this  Agreement
     pursuant to the  preceding,  this  Agreement  shall  terminate on the third
     anniversary of such Change of Control.
 
12.  Confidentiality.  The  Employee  acknowledges  that  during the  Employee's
     employment  with the Company or any of its  Affiliates,  the Employee  will
     acquire,  be exposed to and have access to, non-public  material,  data and
     information  of the Company and its  Affiliates  and/or their  customers or
     clients  that  is   confidential,   proprietary,   and/or  a  trade  secret
     ("Confidential Information"). At all times, both during and after the Term,
     the Employee  shall keep and retain in  confidence  and shall not disclose,
     except  as  required  and  authorized  in  the  course  of  the  Employee's
     employment with the Company or any of its Affiliates,  to any person,  firm
     or  corporation,  or use  for  his or her own  purposes,  any  Confidential
     Information.  For purposes of this Agreement, such Confidential Information
     shall  include,  but shall not be limited to:  sales  methods,  information
     concerning principals or customers,  advertising methods, financial affairs
     or  methods  of  procurement,  marketing  and  business  plans,  strategies
     (including   risk   strategies),   projections,   business   opportunities,
     inventions,  designs,  drawings,  research and  development  plans,  client
     lists,  sales and cost  information and financial  results and performance.
     Notwithstanding the foregoing, "Confidential Information" shall not include
     any  information  known  generally to the public (other than as a result of
     unauthorized   disclosure  by  the  Employee  or  by  the  Company  or  its
     Affiliates).  The Employee acknowledges that the obligations  pertaining to
     the  confidentiality  and non-disclosure of Confidential  Information shall
     remain in  effect  for a period  of five (5)  years  after  the  Employee's
     Termination  of  Employment,  or until the  Company or its  Affiliates  has
     released any such  information  into the public  domain,  in which case the
     Employee's  obligation  hereunder  shall  cease with  respect  only to such
     information so released into the public domain.  The Employee's  obligation
     under this Section 12 shall survive any  Termination of Employment.  If the
     Employee receives a subpoena or other judicial process requiring that he or
     she  produce,  provide  or  testify  about  Confidential  Information,  the
     Employee  shall notify the Company and cooperate  fully with the Company in
     resisting  disclosure  of  the  Confidential   Information.   The  Employee
     acknowledges  that the  Company  has the  right  either  in the name of the
     Employee  or in its own name to  oppose or move to quash  any  subpoena  or
     other  legal  process  directed  to  the  Employee  regarding  Confidential
     Information.
 
13.  Incentive  Payments Upon Change of Control.  Upon a Change of Control,  the
     Company may, at the Board's,  or the Human  Resources  Committee's,  as the
     case may be,  sole  and  absolute  discretion,  pay the  Employee  all or a
     portion of the Employee's  Short and/or Long Term Incentive for the Company
     fiscal year in which the Change of Control occurs.  The amounts paid may be
     based upon (a) a proration  of the  Employee's  target  incentives  for the
     fiscal year, (b) a proration of the projected incentives at the time of the
     Change of  Control,  or (c) a pro rata  amount  computed  at the end of the
     fiscal  year.  Any  proration  shall be based upon the number of  completed
     months elapsed in the fiscal year since the Change of Control.
 
14.  Successor  Company.  The Company  shall require any successor or successors
     (whether  direct or indirect,  by purchase,  merger or otherwise) to all or
     substantially all of the business or assets of the Company, by agreement in
     form and substance  satisfactory to the Employee,  to acknowledge expressly
     that this Agreement is binding upon and enforceable  against the Company in
     accordance  with the terms  hereof,  and to become  jointly  and  severally
     obligated with the Company to perform this Agreement in the same manner and
     to the same extent that the Company would be required to perform if no such
     succession or successions had taken place. Failure of the Company to notify
     the Employee in writing as to such  successorship,  to provide the Employee
     the opportunity to review and agree to the  successor's  assumption of this
     Agreement or to obtain such  agreement  prior to the  effectiveness  of any
     such  succession  shall  be a  breach  of this  Agreement.  As used in this
     Agreement, the Company shall mean the Company as defined above and any such
     successor or successors to its business or assets, jointly and severally.
 
15.  Notice.  All  notices  and  other  communications   required  or  permitted
     hereunder or necessary or  convenient in  connection  herewith  shall be in
     writing  and shall be  delivered  personally  or mailed  by  registered  or
     certified mail, return receipt  requested,  or by overnight express courier
     service, as follows:
 
         If to the Company, to:
 
                  ConAgra Foods, Inc.
                  One ConAgra Drive
                  Omaha, NE 68102-5094
                  Attention: Corporate Secretary
 
     If to the Employee,  to the most recent address provided by the Employee to
     the Company or a Subsidiary or Affiliate for payroll  purposes,  or to such
     other  address as the Company or the  Employee,  as the case may be,  shall
     designate  by notice to the other party  hereto in the manner  specified in
     this  Section;  provided,  however,  that if no such notice is given by the
     Company  following a Change of Control,  notice at the last  address of the
     Company or any successor  pursuant to Section 14 shall be deemed sufficient
     for the  purposes  hereof.  Any such notice shall be deemed  delivered  and
     effective  when  received in the case of personal  delivery,  five (5) days
     after deposit, postage prepaid, with the U.S. Postal Service in the case of
     registered  or certified  mail,  or on the next business day in the case of
     overnight express courier service.
 
16.  Contents of  Agreement;  Amendment.  This  Agreement  supersedes  all prior
     agreements  with respect to the subject  matter hereof  (including  without
     limitation any Change of Control Agreement in effect between the Company or
     a  Subsidiary  or  Affiliate  and the  Employee)  and sets forth the entire
     understanding between the parties hereto with respect to the subject matter
     hereof. This Agreement cannot be amended except pursuant to approval by the
     Company's  Board of  Directors  and a  written  amendment  executed  by the
     Employee and the Chair of the Company's Board of Directors.  The provisions
     of this  Agreement may require a variance from the terms and  conditions of
     certain  compensation or bonus plans under  circumstances  where such plans
     would not  provide  for  payment  thereof  in order to obtain  the  maximum
     benefits for the Employee.  The parties  intend that the provisions of this
     Agreement shall supersede any provisions to the contrary in such plans, and
     such plans  shall be deemed to have been  amended to  correspond  with this
     Agreement  without  further action by the Company or the Company's Board of
     Directors.
 
17.  No  Right to  Continued  Employment.  Nothing  in this  Agreement  shall be
     construed  as giving the Employee any right to be retained in the employ of
     the Company or a Subsidiary or Affiliate.
 
18.  Governing Law. This Agreement  shall be governed by and  interpreted  under
     the laws of the State of Delaware  without giving effect to any conflict of
     laws provisions.
 
19.  Successors  and Assigns.  All of the terms and provisions of this Agreement
     shall be binding upon and inure to the benefit of and be enforceable by the
     respective  heirs,  representatives,  successors and assigns of the parties
     hereto, except that the duties and responsibilities of the Employee and the
     Company hereunder shall not be assignable in whole or in part.
 
20.  Severability.  If any provision of this Agreement or application thereof to
     anyone or under any  circumstances  shall be  determined  to be  invalid or
     unenforceable,  such  invalidity or  unenforceability  shall not affect any
     other  provisions  or  applications  of this  Agreement  which can be given
     effect without the invalid or unenforceable provision or application.
 
21.  Remedies  Cumulative;  No Waiver.  No right  conferred upon the Employee by
     this  Agreement  is intended to be  exclusive of any other right or remedy,
     and each and every such right or remedy shall be cumulative and shall be in
     addition to any other right or remedy  given  hereunder or now or hereafter
     existing  at law or in equity.  No delay or  omission  by the  Employee  in
     exercising  any right,  remedy or power  hereunder or existing at law or in
     equity shall be construed as a waiver thereof.
 
22.  Miscellaneous.   All  Section  headings  are  for  convenience  only.  This
     Agreement  may be  executed  in several  counterparts,  each of which is an
     original.  It shall not be necessary  in making proof of this  Agreement or
     any  counterpart  hereof  to  produce  or  account  for  any of  the  other
     counterparts.
 
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
 
 
EMPLOYEE:                                CONAGRA FOODS, INC.
 
 
-------------------------------          ----------------------------------
 
 
<PAGE>
 
 
                                                                      EXHIBIT A
 
                          WAIVER AND RELEASE OF CLAIMS
 
In  consideration  of,  and  subject  to,  the  payment  to  be  made  to  me by
_________________  (the  "Employer")  of the payments  and benefits  provided by
Change  of  Control  Agreement,  dated as of  __________________,  entered  into
between me and the Company  (the  "Agreement"),  I hereby waive any claims I may
have for employment or re-employment by the Employer or any parent or subsidiary
of the Employer after the date hereof, and I further agree to and do release and
forever discharge the Employer and any parent or subsidiary of the Employer, and
their respective past and present officers, directors,  shareholders,  insurers,
employees  and agents  from any and all  claims  and causes of action,  known or
unknown,  arising out of or relating to my  employment  with the Employer or any
parent or subsidiary of the Employer, or the termination thereof, including, but
not limited to, wrongful discharge,  breach of contract,  tort, fraud, the Civil
Rights Acts, the Age  Discrimination in Employment Act, the Employee  Retirement
Income  Security Acts, the Americans  with  Disabilities  Act, the Older Workers
Benefit  Protection  Act, or any other  federal,  state or local  legislation or
common law relating to employment or discrimination in employment or otherwise.
 
Notwithstanding  the foregoing or any other  provision  hereof,  nothing in this
Waiver and Release of Claims shall adversely affect (i) my rights to payment and
benefits  under the  Agreement;  (ii) my rights to benefits other than severance
payments or benefits under plans,  programs and  arrangements of the Employer or
any parent or subsidiary of the Employer;  or (iii) my rights to indemnification
under any  indemnification  agreement,  applicable  law or the  certificates  of
incorporation  or bylaws of the  Employer  or any  parent or  subsidiary  of the
Employer,  (iv) my rights under any director's and officers' liability insurance
policy covering me, (v) my workers  compensation rights, or (vi) my unemployment
insurance rights.
 
I acknowledge that I have signed this Waiver and Release of Claims  voluntarily,
knowingly,  of my own free will and without  reservation or duress,  and that no
promises or  representations  have been made to me by any person to induce me to
do so other than the promise of payment set forth in the first  paragraph  above
and the  Employer's  acknowledgment  of my  rights  reserved  under  the  second
paragraph above.
 
I understand  that this release will be deemed to be an application for benefits
under the  Agreement  and that my  entitlement  thereto shall be governed by the
terms and  conditions  of the  Agreement  and any  applicable  plan. I expressly
hereby consent to such terms and conditions.
 
I  acknowledge  that I have been  given not less  than  forty-five  (45) days to
review and  consider  this Waiver and Release of Claims  (unless I have signed a
written waiver of such review and consideration period), and that I have had the
opportunity  to consult with an attorney or other  advisor of my choice and have
been  advised by the Company to do so if I choose.  I may revoke this Waiver and
Release  of Claims  seven  (7) days or less  after its  execution  by  providing
written notice to the Employer.
 
I  acknowledge  that it is my  intention  and the  intention  of the Employer in
executing  this Waiver and Release of Claims that the same shall be effective as
a bar to each and every claim, demand and cause of action hereinabove specified.
In furtherance of this  intention,  I hereby  expressly waive any and all rights
and  benefits  conferred  upon  me by the  provisions  of  SECTION  1542  OF THE
CALIFORNIA  CIVIL CODE, to the extent  applicable to me, and expressly I consent
that this  Waiver  and  Release  of Claims  shall be given full force and effect
according to each and all of its express terms and provisions, including as well
those related to unknown and unsuspected  claims,  demands and causes of action,
if any,  as well as those  relating to any other  claims,  demands and causes of
action hereinabove specified. SECTION 1542 provides:
 
     "A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS  WHICH THE CREDITOR  DOES NOT
     KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF  EXECUTING  THE
     RELEASE,  WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR
     HER SETTLEMENT WITH THE DEBTOR."
 
I acknowledge  that I may hereafter  discover  claims or facts in addition to or
different  from those  which I now know or believe to exist with  respect to the
subject  matter of this  Waiver and  Release  of Claims  and which,  if known or
suspected at the time of executing  this Waiver and Release of Claims,  may have
materially affected this settlement.
 
Finally,  I  acknowledge  that I have read this Waiver and Release of Claims and
understand all of its terms.
 
 
 
-------------------------------------
Signature of Executive
 
 
-------------------------------------
Printed Name
 
 
-------------------------------------
Date Signed

 

 

 

 

 

ROHDE AGREEMENT
EXHIBIT 10.3
                                                      ConAgra Foods, Inc.
                                                      One ConAgra Drive
                                                      Omaha, NE  68102-5501
                                                      TEL:  402-595-4000
 
                                             September 22, 2005
Mr. Bruce Rohde
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102
 
Dear Bruce:
 
     This  letter   summarizes  and  confirms  the  agreements   regarding  your
transition from the role of Chairman,  Chief Executive  Officer,  and President,
and your employment status and arrangements  thereafter with ConAgra Foods, Inc.
(the "Company").
 
     Recognizing  the Company has now recruited and elected a CEO and President,
and elected a non-executive Chairman both to commence their respective duties on
October 1, 2005, your official  resignation date as Chairman,  CEO and President
and, except as provided herein, all other executive  positions and directorships
with the Company and any of the  Company's  subsidiaries  will be September  30,
2005 (the  "Resignation  Date"). On that date, you will deliver your resignation
of the  positions of Chairman,  CEO and President of the Company and the Company
will  accept  your  resignation  letter  to the  Company  per  the  Good  Reason
provisions of your Employment Agreement dated August 26, 1996, the Amendments to
the  Employment  Agreement  dated  December  23, 1996 and February 16, 1998 (the
"Employment Agreement").
 
1.   Salary and Incentives:
 
     Through  September  30, 2005,  you will  continue in your role as Chairman,
CEO, and  President,  and you will  receive  your  regular base salary,  paid in
accordance  with the customary  payroll  practice in the monthly amount equal to
$100,000, subject to applicable FICA and income tax withholding obligations.
 
     In addition to the monthly salary described above, for fiscal year 2006 you
will also  receive Long Term  Incentive  Awards of stock and cash under the Long
Term Senior Management Incentive Plan ("LTSMIP") based on an award pool of 8% of
the Company's excess after-tax earnings over and above 5% compound annual growth
rate from a fixed  five-year  average  earnings  base and both of which  will be
prorated  to reflect  the number of days from the  beginning  of the fiscal year
through your Resignation  Date. Such payments will be calculated and paid in the
same manner as LTSMIP Awards have been  calculated  and paid in the past for the
Company's other senior executive  officers  participating in such plans,  except
that the stock and the cash  awards  payable  to you will be  immediately  fully
vested and no longer be subject to any risk of forfeiture.
 
     For  fiscal  year  2006 you will also  receive  an award  under the  Annual
Management  Incentive  Plan  ("MIP"),  prorated for the fiscal year through your
Resignation  Date.  The MIP  Award  will be based on the PBT  performance  scale
approved by the Human  Resources  Committee of the Board on July 25, 2005.  This
award  will not be  restricted  in any way and will  not be  subject  to risk of
forfeiture.
 
     The LTSMIP Awards and the Annual MIP Award  described above will be subject
to applicable FICA and income tax withholding obligations.
 
     From your  Resignation  Date through  September  30, 2009 (the  "Separation
Date"),  you will be  employed  in a  non-officer  capacity,  with the  title of
Chairman and CEO Emeritus of the Company (the "Employment  Period"),  and during
the  Employment  Period you will be paid half your regular base salary,  paid in
accordance  with the  customary  payroll  practice in a monthly  amount equal to
$50,000,  subject to applicable FICA and income tax withholding obligations (the
"Base Salary");  provided,  however,  that you shall not be entitled to the Base
Salary so long as you, without good and sufficient reason (i.e.,  being directed
to perform services inconsistent with the Requested Services (as defined below))
or in the  absence  of a  material  breach  of this  Agreement  by the  Company,
willfully refuse to perform your duties and obligations  contemplated hereunder.
If you are terminated  for "Cause" (as defined in the Employment  Agreement) the
Employment  Period will end. It is understood that after your  participation  in
the fiscal year 2006 plans you will not continue to participate in the Long Term
Senior  Management  Incentive  Plans or the Annual  Management  Incentive  Plan.
During the Employment  Period,  you will make yourself  reasonably  available to
furnish  such  information  and  background  as may be  reasonably  necessary in
connection  with any inquiry,  investigation,  dispute,  litigation,  regulatory
proceeding  or other  action  in which the  Company  is or may  become  involved
insofar as it relates to matters arising out of your employment. In that regard,
you will report to the  Chairman of the Board of  Directors  of the Company (the
"Chairman")  and provide such  services as  reasonably,  ethically  and lawfully
requested by the Chairman,  which services  shall be consistent  with the duties
and  responsibilities  of a senior  officer of the  Company  and which you shall
provide  in  accordance  with the  Company's  corporate  governance  and  ethics
guidelines  (the  "Requested  Services").  If you are called  upon to serve as a
witness or provide  assistance  in or with respect to any such  proceeding,  you
agree to cooperate with the Company to the full extent permitted by law, and the
Company  agrees  that any such call  shall be with  reasonable  notice and shall
provide for payment for your costs  incurred in such matters.  Furthermore,  you
will  promptly  give written  notice to the Company of any inquiry,  approach or
other notice you receive or are informed of by or from any  governmental  entity
regarding any inquiry, investigation, dispute, litigation, regulatory proceeding
or other  action  involving  the Company.  Provided  that you advise the Company
prior to  engaging in any such  action,  the  provisions  of this letter and the
agreements herein shall not apply to or restrict in any way the communication of
information  by you to any state or federal  law  enforcement  agency or require
notice to the Company thereof. If during the Employment Period or thereafter you
are  requested  to  perform  significant  additional  services,  any  additional
compensation would be agreed to between the parties hereunder.
 
2.   Health Benefits Continuation:
 
     During the  Employment  Period,  you and your  qualifying  dependents  will
receive the health benefits the Company maintains for its executive  officers at
no cost to you.  You  will be  responsible  for any  taxes  associated  with the
premiums,  co-payments and deductibles paid on behalf of you and your qualifying
dependents during the Employment  Period.  Upon the expiration of the Employment
Period,  you will be  permitted  to  continue  your  Company  medical and dental
benefits  coverage  for the  maximum  period  permitted  under the  Consolidated
Omnibus Reconciliation Act of 1986, as amended ("COBRA"),  and to participate in
the Company's post-retirement medical programs, if any, pursuant to the terms of
such  programs.  If you should elect such  continuation  of Company  medical and
dental  benefits  coverage,  you will be required to pay for such coverage in an
amount  not to exceed the then  normal  amounts  which may be  charged  for such
coverage under COBRA, provided that if you are considered a retiree for purposes
of the Company's health plans, you shall pay applicable retiree rates.
 
3.   AD/D and LTD Coverage:
 
     During the  Employment  Period,  you will continue to receive the same AD/D
and LTD coverage you had immediately  prior to your  Resignation Date at no cost
to you.
 
4.   Stock Options:
 
     On your Resignation  Date, to the extent previously  unvested,  all of your
employee  stock  options  shall  vest and no  longer be  subject  to any risk of
forfeiture.  You are entitled to exercise  these  options until the end of their
respective terms subject to any adjustment provisions on corporate transactions.
The Company shall be entitled to withhold  from the stock (or stock  proceeds in
the event of a cashless exercise)  applicable FICA and income taxes with respect
to the exercises of any such stock options granted to you by the Company.
 
5.   Restricted Stock Awards and Restricted Share Equivalent Units:
 
     On your Resignation  Date, to the extent previously  unvested,  all of your
restricted  stock awards and restricted  share  equivalent  units shall vest, no
longer be subject to any risk of forfeiture,  and be promptly  delivered to you,
subject to the provisions of Section 17 hereof. The Company shall be entitled to
withhold  applicable FICA and income taxes with respect to the vesting of any of
your restricted  stock awards and share  equivalent  units granted to you by the
Company.
 
6.   Restricted Cash Awards:
 
     On your Resignation  Date, to the extent previously  unvested,  all of your
restricted  cash  awards  shall  vest,  no  longer  be  subject  to any  risk of
forfeiture, and be promptly paid to you, subject to the provisions of Section 17
hereof.  The Company  shall be entitled to withhold  applicable  FICA and income
taxes with respect to the vesting of any of your  restricted cash awards granted
to you by the Company.
 
7.   Other Benefits Programs:
 
     During the Employment Period, you will continue to participate in all other
benefit programs maintained by the Company for its executive officers,  which as
of the date hereof include the ConAgra Foods Retirement Income Savings Plan, the
Non-Qualified  ConAgra Foods  Retirement  Income Savings Plan, the ConAgra Foods
Inc. Voluntary Deferred Compensation Plan, the ConAgra Pension Plan for Salaried
Employees and the ConAgra Nonqualified Pension Plan.
 
     a.   Non-Qualified Pension Plan:
 
          During the Employment  Period, you will continue to participate in the
     Company's  Non-Qualified  Pension Plan.  Your  benefits  under the plan are
     fully  vested and  non-forfeitable.  You are entitled to receive a lump-sum
     distribution  of your benefits under the Plan on October 1, 2009. That lump
     sum payment and an example of the calculation that produces the payment has
     been  reviewed and  verified by you and the Company as correct.  The actual
     lump sum payment will be calculated in accordance  with the  methodology in
     the  example  and using the same  actuarial  assumptions  unless  different
     assumptions  are  required  by the terms of the plan,  in which  event such
     required assumptions shall be used.
 
     b.   Pension Plan for Salaried Employees:
 
          During the Employment  Period, you will continue to participate in the
     Company's Pension Plan for Salaried Employees. Your benefits under the plan
     are fully vested and  non-forfeitable  and your projected  benefit has been
     verified by you and the Company as correct.  It will be  distributed  under
     the terms of the plan.  You may elect any form of benefit  permitted  under
     the plan.
 
     c.   Retirement Income Savings Plan:
 
          During the Employment  Period, you will continue to participate in the
     Company's  Retirement  Income Savings Plan.  Your account under the plan is
     fully vested and non-forfeitable and will be distributed under the terms of
     the plan. A schedule  reflecting the current  balance in your account under
     that plan has been reviewed and verified by you and the Company as correct.
 
     d.   Non-Qualified Retirement Income Savings Plan:
 
          During the Employment  Period, you will continue to participate in the
     Company's Non-Qualified  Retirement Income Savings Plan. Your account under
     the plan is fully vested and  non-forfeitable and will be distributed under
     the terms of that plan. A schedule  reflecting the current  balance in your
     account  under  that plan has been  reviewed  and  verified  by you and the
     Company as correct.
 
8.   Deferred Compensation Plan:
 
     During the  Employment  Period,  you may  continue  to  participate  in the
Company's  Deferred  Compensation  Plan.  Your account  under this plan is fully
vested  and  non-forfeitable.  You  will  be  entitled  to  receive  a lump  sum
distribution  of your  account on December  31,  2005,  in  accordance  with the
provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and
the Department of Treasury guidance thereunder (collectively, "Section 409A"). A
schedule reflecting the current balance in your account under that plan has been
reviewed and verified by you and the Company as correct.
 
9.   Office and Administrative Support Matters:
 
     Commencing  October 1, 2005 and continuing  through December 31, 2009, your
office and administrative  support will be relocated.  A schedule reflecting the
location and  staffing has been  reviewed and verified by you and the Company as
acceptable  to both  parties.  In the event  your  administrative  assistant  is
unavailable for service during this time period, the Company and you will select
a substitute of equivalent  capabilities mutually acceptable to both parties. In
the event the office  location  is  unavailable  during  this time  period,  the
Company and you will select a substitute  of similar  size and quality  mutually
acceptable  to both parties.  The lease for the agreed  office space  terminates
December 31, 2009. To the extent the lease provides  assignable rights to extend
or renew, the Company agrees to assign those rights to you upon your request for
same.
 
     During your Employment Period, the Company will provide and maintain normal
administrative service, supplies,  furnishings,  equipment and technical support
consistent with your current level of support, and no less than that provided to
executive  officers  of the  Company,  for such  things  as  phones,  computers,
internet connections, e-mail service, printers,  photocopying,  office supplies,
mail services, express services, and security. In the event you are requested or
required  to travel on  business  related to the  Company,  your  travel will be
provided by Company aircraft or equivalent utilized by executive officers of the
Company.  In the event you incur reasonable business expense on business related
to the company, you will be timely reimbursed for same.
 
10.  Payments to Estate:
 
     In the event of your death, to the extent that any of the
Company's obligations to you under this letter and the agreements herein, remain
outstanding to you at the time of your death, the Company will continue to make
such payments to your estate in the time and manner set forth in the appropriate
provisions of this letter and the agreements herein (taking into account the
provisions of any benefit plans or programs in which you participated).
 
11.  Non-Competition:
 
     The provisions of Section 7 of the Employment  Agreement  shall continue in
full  force and  effect  during  the  Employment  Period  and  terminate  at the
Separation Date.
 
12.  Confidentiality:
 
     The provisions of Section 6 of the Employment  Agreement  shall continue in
full force and effect.
 
13.  Directors and Officers Liability Coverage:
 
     You will continue to be covered under the Company's  directors and officers
liability policy until the Separation Date to the same extent as senior officers
and members of the Board of  Directors of the Company and  thereafter  you shall
continue be covered for events occurring prior to your Separation Date.
 
     If at any time,  you are made a party to,  or are  threatened  to be made a
party in any civil,  criminal or administrative  action,  suit,  proceeding,  or
claim, which is in any way connected with your employment, by reason of the fact
that you are or were a director,  officer,  employee or agent of the Company, or
of any other  corporation  or any  partnership,  joint  venture,  trust or other
enterprise  for which you  served as such at the  request of or on behalf of the
Company or for the benefit of the Company,  then you shall be indemnified by the
Company,  to the fullest extent permitted under applicable law, against expenses
actually and reasonably incurred by you or imposed on you in connection with, or
resulting from, the defense of such action, suit or proceeding, or in connection
with, or resulting  from, any appeal therein if you acted in good faith and in a
manner you  reasonably  believed to be in or not opposed to the best interest of
the Company at the time of such acts.  The Company shall advance to you fees and
expenses incurred or reasonably  expected to be incurred including  retainers on
the same basis as applicable to then current executive officers and directors of
the  Company.  As used herein,  the term  "expenses"  shall  include any and all
obligations  and  expenditures  actually and reasonably  incurred by you, as and
when  incurred,  for  the  payment  of  money,  including,  without  limitation,
attorney's  fees and costs,  advances  on  attorney  fees and costs,  judgments,
awards,  fines, bonds,  penalties and amounts paid in satisfaction of a judgment
or in  settlement  of  any  such  action,  suit  or  proceeding.  The  foregoing
indemnification  provisions  shall  be  in  addition  to  any  other  rights  to
indemnification to which you may be entitled and shall be in no way construed to
limit any indemnification  rights you may have under the Company's  Certificates
of  Incorporation  or Bylaws or any provision of  applicable  State law and your
Employment  Agreement which for this purpose shall survive and continue in force
and effect.
 
14.  Arbitration; Legal Matters and Fees:
 
     Except  as  provided  for in  Section  7 of the  Employment  Agreement  and
hereunder,  any dispute,  controversy or claim arising out of or relating to the
obligations  under this letter and the  agreements  herein,  shall be settled by
final and  binding  arbitration  in  accordance  with the  American  Arbitration
Association  Commercial  Dispute  Resolution  Rules.  The  arbitrator  shall  be
selected by mutual agreement of the parties, if possible. If the parties fail to
reach  agreement  upon  appointment  of an arbitrator  within 30 days  following
receipt by one party of the other  party's  notice of desire to  arbitrate,  the
arbitrator  shall be selected  from a panel or panels  submitted by the American
Arbitration  Association (the "AAA").  The selection process shall be that which
is set forth in the AAA Commercial Dispute Resolution Rules, except that, if the
parties fail to select an arbitrator from one or more panels, AAA shall not have
the power to make an appointment but shall continue to submit  additional panels
until an arbitrator has been selected. All fees and expenses of the arbitration,
including a transcript  if requested,  will be borne by the Company,  unless the
arbitrator  finds your claim to have been  frivolous.  In addition,  the Company
shall pay to you as incurred all legal and accounting fees and expenses incurred
by you in seeking to obtain,  enforce or defend any right or benefit provided by
this Agreement or any other  compensation-related plan, agreement or arrangement
of the Company,  unless your claim is found by a court of competent jurisdiction
or an arbitrator to have been frivolous.
 
15.  Governing Law:
 
     This letter and the agreements  herein shall be governed by,  construed and
enforced in  accordance  with the laws of the state of Delaware,  excluding  any
conflicts  of  law,  rule  or  principle  that  might  otherwise  refer  to  the
substantive law of another jurisdiction.
 
16.  Notice:
 
     Any notice or other  communication  required or  permitted  pursuant to the
terms of this letter and the agreements  herein shall be in writing and shall be
deemed to have been duly given when  delivered or mailed by United  States mail,
first class,  postage  prepaid and  registered  with return  receipt  requested,
addressed to the  intended  recipient at his or its address set forth below and,
in the case of a notice or other  communication to the Company,  directed to the
attention of the Board of Directors of the Company with a copy to the  Secretary
of the  Company,  or to such other  address as the intended  recipient  may have
theretofore  furnished to the sender in writing in accordance  herewith,  except
that until any notice of change of address is received, notices shall be sent to
the following addresses:
 
      If to you:                                  If to the Company:
 
      Bruce Rohde                                 ConAgra Foods
      843 South 96th Street                       One ConAgra Drive
      Omaha, Nebraska 68114                       Omaha, Nebraska  68102
                                                  Attn:  Chairman of the Board
 
      With a copy to:                             With a copy to:
 
      James R. Raborn                             Andrew Brownstein
      Baker Botts, L.L.P.                         Wachtell Lipton
      One Shell Plaza                             51 West 52 Street
      910 Louisiana                               New York, NY 10019
      Houston, Texas  77002
 
17.  Section 409A:
 
     This letter and the agreements herein will interpreted to avoid any penalty
sanctions  under Section 409A and to deliver the full economic  value of all the
benefits  provided herein.  If any payment or benefit cannot be provided or made
at the time specified  herein without  incurring  sanctions  under Section 409A,
then such  benefit or payment  shall be  provided in full at the  earliest  time
thereafter  when such  sanctions  will not be imposed.  Upon your  request,  the
Company agrees to make any changes to this letter and the agreements herein that
will assure that no Section 409A sanctions will be imposed.
 
18.  Withholding:
 
     The Company may withhold from any amounts payable under this Agreement such
Federal,  state,  local or foreign  taxes as shall be  required  to be  withheld
pursuant to any applicable law or regulation.
 
19.  Settlement:
 
     You agree and acknowledge that the entitlements  provided to you under this
Agreement through the Separation Date (including any benefits
which you are entitled to receive after the Separation Date) are in settlement
of any and all severance-type liabilities and obligations of the Company to you,
monetarily or with respect to employee benefits.
 
20.  Amendment:
 
     Except as provided herein, this letter and the agreements herein supersedes
all previous  employment  agreements,  written or oral,  between the Company and
you.  This  letter and the  agreements  herein  may be  amended  only by written
amendment  duly executed by both parties  hereto or their legal  representatives
and  authorized  by action of the Board of Directors  of the Company.  Except as
otherwise  specifically  provided in this letter and the agreements  herein,  no
waiver by either  party  hereto of any breach by the other  party  hereto of any
condition or provision of this letter and the agreements  herein to be performed
by such  other  party  shall be deemed a waiver of a  subsequent  breach of such
condition  or  provision  or waiver  of a similar  or  dissimilar  provision  or
condition at the same or at any prior or subsequent time.
 
21.  Severability, Assignment:
 
     If any one or more of the  provisions or parts of a provision  contained in
this  letter  and the  agreements  herein  shall  for any  reason  be held to be
invalid,   illegal  or  unenforceable   in  any  respect,   such  invalidity  or
unenforceability  shall not affect any other provision or part of a provision of
this letter and the agreements herein, but this letter and the agreements herein
shall be reformed and  construed as if such  invalid,  illegal or  unenforceable
provision  or part of a  provision  had never  been  contained  herein  and such
provisions  or part thereof  shall be reformed so that it would be valid,  legal
and  enforceable  to the maximum  extent  permitted by law.  This letter and the
agreements  herein is not assignable  without the written  authorization of both
parties.
 
     The undersigned has all requisite  corporate power and authority to execute
and deliver this letter and the agreements herein on behalf of the Company.  The
execution  and  delivery by the  undersigned  of this letter and the  agreements
herein and the  consummation  of the transaction  contemplated  hereby have been
duly and  validly  authorized  by the Board of  Directors  of the Company and no
other  corporate  proceedings  on the  part  of the  Company  are  necessary  to
authorize this letter and the agreements herein or to consummate the transaction
contemplated  hereby.  This letter and the  agreements  herein has been  validly
executed and delivered by the Company and constitutes a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms.
 
     If the forgoing  summary is acceptable  to you,  please sign and date below
and return a signed copy to me.
 
                                     Company
 
 
 
                                     By:     /s/ Carl E. Reichardt
                                        ___________________________________
                                        Carl E. Reichardt
                                        Title:  Lead Director
 
Accepted and agreed to this
22nd day of September 2005.
 
 
   /s/  Bruce Rohde
_________________________________
Bruce Rohde