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.



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Signature of Executive


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Printed Name


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Date Signed