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Conagra Foods Inc/DE – ‘S-3’ on 9/29/98 – EX-24

As of: Tuesday, 9/29/98 · Accession #: 23217-98-14 · File #: 333-64617

  As Of                Filer                Filing    For·On·As Docs:Size

 9/29/98  Conagra Foods Inc/DE              S-3                    4:58K

Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement                                15     68K 
 2: EX-5.1      Legal Opinion                                          1      7K 
 3: EX-23.2     Auditor's Consent                                      1      5K 
 4: EX-24       Powers of Attorney                                    12     25K

EX-24 — Powers of Attorney

EX-24 1st Page of 12 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                      Exhibit 24

 POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes  and appoints  each of Bruce C. Rohde and James P.  O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under  the  Securities  Act of 1933 of up to  1,400,000  shares of
common stock of ConAgra,  Inc.  and any and all  amendments  and  post-effective
amendments  and  supplements  to the  registration  statement  and  any  and all
instruments  necessary or incidental in  connection  therewith,  and to file the
same with the  Securities  and Exchange  Commission,  granting unto each of such
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof. 

       IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand and seal
this 24th day of September, 1998.                                               

                                                /s/ Philip B. Fletcher
                                           -----------------------
                                      Philip B. Fletcher

EX-24 2nd Page of 12 TOC 1st Previous Next ↓Bottom Just 2nd
 POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes  and appoints  each of Bruce C. Rohde and James P.  O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under  the  Securities  Act of 1933 of up to  1,400,000  shares of
common stock of ConAgra,  Inc.  and any and all  amendments  and  post-effective
amendments  and  supplements  to the  registration  statement  and  any  and all
instruments  necessary or incidental in  connection  therewith,  and to file the
same with the  Securities  and Exchange  Commission,  granting unto each of such
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof. 

       IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand and seal
this 24th day of September, 1998.                                               

                                            /s/ C. M. Harper
                                               -----------------------
                                    C. M. Harper

EX-24 3rd Page of 12 TOC 1st Previous Next ↓Bottom Just 3rd
 POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes  and appoints  each of Bruce C. Rohde and James P.  O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under  the  Securities  Act of 1933 of up to  1,400,000  shares of
common stock of ConAgra,  Inc.  and any and all  amendments  and  post-effective
amendments  and  supplements  to the  registration  statement  and  any  and all
instruments  necessary or incidental in  connection  therewith,  and to file the
same with the  Securities  and Exchange  Commission,  granting unto each of such
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof. 

       IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand and seal
this 24th day of September, 1998.                                               

                                             /s/ Robert A. Krane
                                               -------------------------
                                     Robert A. Krane

EX-24 4th Page of 12 TOC 1st Previous Next ↓Bottom Just 4th
 POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes  and appoints  each of Bruce C. Rohde and James P.  O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under  the  Securities  Act of 1933 of up to  1,400,000  shares of
common stock of ConAgra,  Inc.  and any and all  amendments  and  post-effective
amendments  and  supplements  to the  registration  statement  and  any  and all
instruments  necessary or incidental in  connection  therewith,  and to file the
same with the  Securities  and Exchange  Commission,  granting unto each of such
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof. 

       IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand and seal
this 24th day of September, 1998.                                               

                                              /s/ Mogens Bay
                                                ----------------------
                                    Mogens Bay

EX-24 5th Page of 12 TOC 1st Previous Next ↓Bottom Just 5th
 POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes  and appoints  each of Bruce C. Rohde and James P.  O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under  the  Securities  Act of 1933 of up to  1,400,000  shares of
common stock of ConAgra,  Inc.  and any and all  amendments  and  post-effective
amendments  and  supplements  to the  registration  statement  and  any  and all
instruments  necessary or incidental in  connection  therewith,  and to file the
same with the  Securities  and Exchange  Commission,  granting unto each of such
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof. 

       IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand and seal
this 24th day of September, 1998.                                               

                                               /s/ Carl E. Reichardt
                                             -----------------------
                                       Carl E. Reichardt

EX-24 6th Page of 12 TOC 1st Previous Next ↓Bottom Just 6th
 POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes  and appoints  each of Bruce C. Rohde and James P.  O'Donnell as her
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for her and in her name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under  the  Securities  Act of 1933 of up to  1,400,000  shares of
common stock of ConAgra,  Inc.  and any and all  amendments  and  post-effective
amendments  and  supplements  to the  registration  statement  and  any  and all
instruments  necessary or incidental in  connection  therewith,  and to file the
same with the  Securities  and Exchange  Commission,  granting unto each of such
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as she might or could do in person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent or her
substitute or substitutes may lawfully do or cause to be done by virtue hereof. 

       IN WITNESS  WHEREOF,  the  undersigned has hereunto set her hand and seal
this 24th day of September, 1998.                                               

                                             /s/ Ronald W. Roskens
                                           -----------------------
                                     Ronald W. Roskens

EX-24 7th Page of 12 TOC 1st Previous Next ↓Bottom Just 7th
 POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes  and appoints  each of Bruce C. Rohde and James P.  O'Donnell as her
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for her and in her name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under  the  Securities  Act of 1933 of up to  1,400,000  shares of
common stock of ConAgra,  Inc.  and any and all  amendments  and  post-effective
amendments  and  supplements  to the  registration  statement  and  any  and all
instruments  necessary or incidental in  connection  therewith,  and to file the
same with the  Securities  and Exchange  Commission,  granting unto each of such
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as she might or could do in person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof. 

       IN WITNESS  WHEREOF,  the  undersigned has hereunto set her hand and seal
this 24th day of September, 1998.                                               

                    /s/ Marjorie M. Scardino
                 -----------------------
              Marjorie M. Scardino

EX-24 8th Page of 12 TOC 1st Previous Next ↓Bottom Just 8th
 POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes  and appoints  each of Bruce C. Rohde and James P.  O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under  the  Securities  Act of 1933 of up to  1,400,000  shares of
common stock of ConAgra,  Inc.  and any and all  amendments  and  post-effective
amendments  and  supplements  to the  registration  statement  and  any  and all
instruments  necessary or incidental in  connection  therewith,  and to file the
same with the  Securities  and Exchange  Commission,  granting unto each of such
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof. 

       IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand and seal
this 24th day of September, 1998.                                               

                                           /s/ Walter Scott, Jr.
                                           -----------------------
                                     Walter Scott, Jr.

EX-24 9th Page of 12 TOC 1st Previous Next ↓Bottom Just 9th
 POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes  and appoints  each of Bruce C. Rohde and James P.  O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under  the  Securities  Act of 1933 of up to  1,400,000  shares of
common stock of ConAgra,  Inc.  and any and all  amendments  and  post-effective
amendments  and  supplements  to the  registration  statement  and  any  and all
instruments  necessary or incidental in  connection  therewith,  and to file the
same with the  Securities  and Exchange  Commission,  granting unto each of such
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof. 

       IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand and seal
this 24th day of September, 1998.                                               

                                              /s/ Kenneth E. Stinson
                                           -----------------------
                                      Kenneth E. Stinson

EX-24 10th Page of 12 TOC 1st Previous Next ↓Bottom Just 10th
 POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes  and appoints  each of Bruce C. Rohde and James P.  O'Donnell as her
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for her and in her name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under  the  Securities  Act of 1933 of up to  1,400,000  shares of
common stock of ConAgra,  Inc.  and any and all  amendments  and  post-effective
amendments  and  supplements  to the  registration  statement  and  any  and all
instruments  necessary or incidental in  connection  therewith,  and to file the
same with the  Securities  and Exchange  Commission,  granting unto each of such
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as she might or could do in person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof. 

       IN WITNESS  WHEREOF,  the  undersigned has hereunto set her hand and seal
this 24th day of September, 1998.                                               

                                            /s/ Jane J. Thompson
                                             -----------------------
                                      Jane J. Thompson

EX-24 11th Page of 12 TOC 1st Previous Next ↓Bottom Just 11th
 POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes  and appoints  each of Bruce C. Rohde and James P.  O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under  the  Securities  Act of 1933 of up to  1,400,000  shares of
common stock of ConAgra,  Inc.  and any and all  amendments  and  post-effective
amendments  and  supplements  to the  registration  statement  and  any  and all
instruments  necessary or incidental in  connection  therewith,  and to file the
same with the  Securities  and Exchange  Commission,  granting unto each of such
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof. 

       IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand and seal
this 24th day of September, 1998.                                               

                                    /s/ Thomas R. Williams
                                   -----------------------
                              Thomas R. Williams

EX-24 Last Page of 12 TOC 1st Previous Next ↓Bottom Just 12th
 POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes  and appoints  each of Bruce C. Rohde and James P.  O'Donnell as his
true and lawful  attorney-in-fact  and  agent,  with each  having  full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all  capacities,  to execute a  registration  statement  on Form S-3 for the
registration  under  the  Securities  Act of 1933 of up to  1,400,000  shares of
common stock of ConAgra,  Inc.  and any and all  amendments  and  post-effective
amendments  and  supplements  to the  registration  statement  and  any  and all
instruments  necessary or incidental in  connection  therewith,  and to file the
same with the  Securities  and Exchange  Commission,  granting unto each of such
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof. 

       IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand and seal
this 24th day of September, 1998.                                               

                            /s/ Clayton K. Yeutter
                           -----------------------
                      Clayton K. Yeutter

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Filing Submission 0000023217-98-000014 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Conagra Foods Inc/DE – ‘S-3’ on 9/29/98 – EX-24

As of: Tuesday, 9/29/98 · Accession #: 23217-98-14 · File #: 333-64617

Previous ‘S-3’: ‘S-3/A’ on 6/4/98 · Next: ‘S-3’ on 12/11/98 · Latest: ‘S-3’ on 11/25/08

Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3Filing Table of Contents

EX-24 — Powers of Attorney

Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents