Conagra Foods Inc/DE – ‘10-K’ for 5/31/98 – EX-4.3

As of:  Friday, 8/28/98   ·   For:  5/31/98   ·   Accession #:  1047469-98-33094   ·   File #:  1-07275

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         21     86K 
 2: EX-4.3      Instrument Defining the Rights of Security Holders     3     13K 
 4: EX-10.14    Material Contract                                      1      8K 
 5: EX-10.19    Material Contract                                      2±    10K 
 6: EX-10.20    Material Contract                                      3     12K 
 3: EX-10.3     Material Contract                                      8     37K 
 7: EX-11       Statement re: Computation of Earnings Per Share        2     15K 
 8: EX-12       Statement re: Computation of Ratios                    2±    12K 
 9: EX-13       Annual or Quarterly Report to Security Holders        79    350K 
10: EX-21       Subsidiaries of the Registrant                         3     15K 
11: EX-23       Consent of Experts or Counsel                          1      7K 
12: EX-24       Power of Attorney                                     14     22K 
13: EX-27       EX-27 Financial Data Schedule                          2      8K 

EX-4.3   —   Instrument Defining the Rights of Security Holders

EX-4.3
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                                                         Exhibit 4.3
                                                         -----------

   AMENDMENT

      TO

      RIGHTS AGREEMENT DATED JULY 12, 1996

This Amendment executed between ConAgra, Inc. (the "Company") and     
ChaseMellon Shareholder Services, L.L.C. ("ChaseMellon") dated as of July 10,   
1998 amends the Rights Agreement between the Company and ChaseMellon dated      
July 12, 1996 (the "Rights Agreement").                                         

      RECITALS

 A.   Section 21 of the Rights Agreement permits the Company to remove a
Rights Agent (as defined in the Rights Agreement) and appoint a successor       
Rights Agent.                                                                   

B.   Pursuant to the terms of the Rights Agreement, ChaseMellon serves
as the Rights Agent.                                                            

C.   The Company has appointed Norwest Bank of Minnesota, N.A.        
("Norwest") as its transfer agent and registrar and dividend disbursing agent   
and Rights Agent pursuant to a resolution adopted by the Board of Directors     
of the Company on July 10, 1998.                                                

D.   Pursuant to Section 21 of the Rights Agreement, the Company has  
provided notification to ChaseMellon on July 10, 1998 that it has appointed     
Norwest as Rights Agent effective August 10, 1998.                              

NOW, THEREFORE, the Company and ChaseMellon agree as follows:         

Effective August 10, 1998, the term "Rights Agent" shall be amended to
mean Norwest and its successors and assigns or any successor entity   
appointed by the Company.                                             

The fifth sentence of Section 21 is deleted and is replaced with the  
following:                                                            

Any successor Rights Agent, whether appointed by the Company or by    
such a court, shall be a corporation organized and doing business     
under the laws of the United States or of any state of the United     
States or the District of Columbia so long as such corporation is in  
good standing, and is authorized under such laws to exercise corporate
trust powers and is subject to supervision or examination by federal  
or state authority and which has at the time of its appointment as    
Rights Agent a combined capital and surplus of at least $50 million.  

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EX-4.3
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Section 26 is amended by deleting the address for the Rights Agent    
provided for and inserting instead:                                   

 Norwest Bank of Minnesota, N.A.
161 North Concord Exchange    
South St. Paul, MN  55075     

  This amendment shall be governed by and construed in accordance with the
laws of the State of Delaware.                                                  

  This amendment may be executed in counterparts and each such counterpart
shall be deemed to be an original.                                              

  The Rights Agreement as amended by this Amendment shall be read together
to constitute one agreement.                                                    

CONAGRA, INC.                 CHASEMELLON SHAREHOLDER SERVICES, L.L.C.          

By:  /s/ J. P. O'Donnell                     By:  /s/ Stanley E. Siekierski     
     ----------------------------------           ------------------------------
    J.P. O'Donnell                                       Stanley E. Siekierski
Executive Vice President,                    Title:  Vice President   
Chief Financial Officer and                                           
Corporate Secretary                                                   

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EX-4.3
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Norwest Bank of Minnesota, N.A. herewith accepts appointment as       
successor Rights Agent effective August 10, 1998 as described in the attached   
Amendment dated as of July 10, 1998 to Rights Agreement between ConAgra, Inc.   
and ChaseMellon Shareholder Services, L.L.C. dated July 12, 1996.               

 NORWEST BANK OF MINNESOTA, N.A.

       /s/ Lisa Dornburg
By:       Lisa Dornburg       
          Title:    OFFICER, NORWEST BANK MN, N.A.

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		8/28/98
		8/10/98		1		3
		7/10/98		1		3
For Period End:		5/31/98
		7/12/96		1		3			8-A12B,  8-K
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