International Home Foods Inc – ‘PREM14A’ on 6/30/00

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Preliminary Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Solicitation Material -- Merger    156±   734K 
                          or Acquisition                                         

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 Proxy Statement
Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant  [X]                                                    

Filed by a Party other than the Registrant  [   ]                               

Check the appropriate box:                                                      
[X]  Preliminary Proxy Statement                                        
[ ]  Confidential, for Use of the Commission                            
only (as permitted by Rule 14a-6(e)(2))                       
[ ]  Definitive Proxy Statement                                         
[ ]  Definitive Additional Materials                                    
[ ]  Soliciting Material Pursuant to ss.240.14a-12                      

INTERNATIONAL HOME FOODS, INC.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              
[ ] No fee required.                                                    
    [X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)  Title of each class of securities to which the transaction applies:

         Common  Stock,  par  value $.01 per share, of International Home Foods,
Inc.                                                          

    (2)  Aggregate number of securities to which transaction applies: 85,346,051
         (representing  the  number  of shares of International Home Foods, Inc.
common stock and stock options outstanding as of May 31, 2000)

    (3)  Per unit price  or  other  underlying  value  of  transaction  computed
         pursuant  to Exchange  Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):    

         The filing fee of $352,582 was calculated pursuant to Exchange Act Rule
         0-11(c)(1)   by   multiplying   1/50th  of  1%  by  the  value  of  the
         International  Home  Foods common stock to be received by ConAgra, Inc.
         in  the  transaction.  The  per  unit  price  of $20.656 was calculated
         pursuant to Rule 0-11(c) and (a)(4) based on the average trading  price
     of common stock of International Home Foods, Inc. on June 23, 2000.

(4)  Proposed maximum aggregate value of transaction:  $1,762,908,030   

(5)  Total fee paid:  $352,582                                          

[ ] Fee paid previously with preliminary materials.                     

    [X] Check box if any part of the fee is offset as provided  by Exchange  Act
Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.                                

(1)  Amount Previously Paid:  $217,563                                  

(2)  Form, Schedule or Registration Statement No.:  S-4                 

(3)  Filing Party:  ConAgra, Inc.                                       

(4)  Date Filed:  June 30, 2000                                         

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 Subject to Completion

 [International Home Foods Logo]
MERGER PROPOSED -- YOUR VOTE IS VERY IMPORTANT

 TO THE STOCKHOLDERS OF INTERNATIONAL HOME FOODS

     The board of directors  of  International  Home Foods,  Inc. has approved a
merger with ConAgra, Inc. We believe the merger with ConAgra, one of the world's
largest  food  companies,  is  advisable  and  in  the  best  interests  of  the
International Home Foods stockholders.                                          

     In the  merger,  you will  receive a targeted  value of $22.00 per share of
your  International  Home Foods common stock, half of which will be paid in cash
and half of which will be paid in ConAgra common stock.  The number of shares of
ConAgra  common  stock you will  receive is based on an  exchange  ratio that is
subject to limited adjustment and is initially  established at .55 of a share of
ConAgra  common  stock per each share of your  International  Home Foods  common
stock.  Adjustments to the exchange ratio are subject to a "collar" that adjusts
based on the average  closing price of ConAgra  common stock for the ten trading
days ending on the fifth  trading  day prior to the  closing of the merger.  The
"collar"  provides an  adjustment  limit of between .50 and .61111 of a share of
ConAgra common stock with the exchange ratio being .61111 if the average closing
price of ConAgra  common stock is $18.00 or less and .50 if the average  closing
price is $22.00 or more.                                                        

     ConAgra and  International  Home Foods  common  stock are listed on the New
York Stock Exchange under the trading symbols "CAG" and "IHF," respectively.  On
__________,  2000,  the last reported  trading price of ConAgra common stock was
$_____ and the last reported  trading price of  International  Home Foods common
stock was $_____.                                                               

     This  document  provides you with detailed  information  about the proposed
merger,  including how the exchange  ratio will be used to compute the number of
ConAgra  shares you will receive in the merger.  The actual  exchange ratio will
not be known until shortly before the merger occurs. You may call 1-8__-___-____
after  ___________,  2000 during  normal  business  hours to obtain the expected
exchange ratio.                                                                 

     The  merger  requires  the  approval  of  the   International   Home  Foods
stockholders.   Therefore,   we  have   scheduled  a  special   meeting  of  the
International  Home  Foods  stockholders  on  ____________,  2000 to vote on the
merger.                                                                         

     Whether  or not you plan to attend  the  meeting,  please  take the time to
complete and mail the enclosed proxy card to International Home Foods. Your vote
is very important.                                                              

     This document is the proxy  statement of  International  Home Foods for its
special meeting and the prospectus of ConAgra for the ConAgra common stock to be
issued in the merger.                                                           

     In addition,  you may obtain information about International Home Foods and
ConAgra from  documents  that we have  previously  filed with the Securities and
Exchange  Commission.  Please see "Where You Can Find More  Information" on page
__. We encourage you to read the entire document carefully.                     

C. Dean Metropoulos                                                             
Chairman of the Board and Chief Executive Officer                               
International Home Foods, Inc.                                                  

     See "Risk Factors"  beginning on page ___ for a discussion of certain risks
to be considered in connection with the proposed merger.                        

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.                                                               

This  proxy  statement/prospectus  is dated ___________, 2000 and is first being
mailed to stockholders on ____________, 2000.                                   

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International Home Foods, Inc.
 1633 Littleton Road
Parsippany, New Jersey 07054

 Notice Of Special Meeting Of Stockholders
To Be Held _________________, 2000

To the stockholders of International Home Foods:                                

     A special meeting of the stockholders of International  Home Foods, Inc., a
Delaware  corporation,  will  be held  at  _________________________________  on
______________, 2000 at _____ _.m., local time for the following purposes:      

     1. To consider and vote upon a proposal to adopt the  Agreement and Plan of
        Merger  dated  as  of  June  22,  2000,  among International Home Foods,
        ConAgra, Inc., a Delaware  corporation, and CAG Acquisition Sub, Inc., a
        Delaware  corporation  and  a   wholly-owned  subsidiary of ConAgra. The
merger agreement is attached to this document as Annex A.       

     2. To  transact  other  business  as  may  properly come before the special
meeting.                                                        

     The  International  Home  Foods  board of  directors  has set the  close of
business  on  _________,  2000  as the  record  date  for the  determination  of
stockholders  entitled to vote at the special  meeting.  Your vote is important.
Adoption  of the merger  agreement  will  require  the  affirmative  vote of the
holders of a majority of the issued and outstanding shares of International Home
Foods common stock.                                                             

     All  shares  represented  by  properly  executed  proxies  will be voted in
accordance with the specifications on the proxy card. If no such  specifications
are made, proxies will be voted FOR adoption of the merger agreement.           

     Under Delaware law,  stockholders of International  Home Foods are entitled
to appraisal rights under Section 262 of the Delaware General Corporation Law if
the conditions set forth in Section 262 are satisfied. In order to exercise your
appraisal rights, you must not vote in favor of adoption of the merger agreement
and you must otherwise  strictly comply with the appraisal rights  procedures or
you will lose  your  appraisal  rights.  The  appraisal  rights  procedures  are
described  in this  document,  and a copy of  Section  262 of  Delaware  General
Corporation Law is attached as Annex C. See "The Merger - Appraisal Rights."    

     You are urged to read this document  carefully.  It is very  important that
your shares be represented at the special meeting. Whether or not you can attend
the special  meeting,  please  complete,  sign, date and mail the enclosed proxy
card promptly so that it will be received no later than _____________,  2000. If
you attend the special meeting,  you may vote in person if you wish, even though
you have  previously  returned  your  proxy.  Action  may be taken on the merger
proposal at the special  meeting on the date specified  above or on any dates to
which the special meeting may be adjourned or postponed.                        

                             C. Dean Metropoulos
                                   Chairman of the Board and
                                 Chief Executive Officer
                                        International Home Foods, Inc.

Parsippany, New Jersey                                                          

_______________, 2000                                                           

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 Reference to Additional Information

     This document  incorporates  important  business and financial  information
about  ConAgra  and  International  Home  Foods  that  is not  included  in this
document.  That  information  is  described  under  "Where  You  Can  Find  More
Information."                                                                   

     We will provide the  information  incorporated  into this document  without
charge to you upon  written or oral  request,  to the extent it does not already
accompany this document.  Requests  should be made in writing or by telephone to
the following:                                                                  

ConAgra, Inc.                           International Home Foods, Inc.  
Investor Relations                      Investor Relations              
One ConAgra Drive                       1633 Littleton Road             
Omaha, Nebraska  68102-5001             Parsippany, New Jersey 07054    
Tel: (402) 595-4154                     Tel: (973) 359-9920             

     If you  would  like to  request  documents  from us,  please  do so by [5th
business day before meeting], 2000 to receive them before the special meeting.  

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 Table of Contents

SUMMARY........................................................................1
   THE COMPANIES...............................................................1
   WHAT YOU WILL RECEIVE IN THE MERGER.........................................1
   WHAT YOU SHOULD DO NOW......................................................1
   BOARD RECOMMENDATION........................................................2
   THE SPECIAL MEETING.........................................................2
   RISK FACTORS MERITING SPECIAL ATTENTION.....................................2
   THE MERGER AND THE MERGER AGREEMENT.........................................3
   INTERESTS OF PERSONS THAT DIFFER FROM YOUR INTERESTS........................4
   SELECTED HISTORICAL FINANCIAL DATA OF CONAGRA...............................6
   SELECTED HISTORICAL FINANCIAL DATA OF INTERNATIONAL HOME FOODS..............7
   UNAUDITED SELECTED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION.......9
   COMPARATIVE PER SHARE DATA OF CONAGRA AND INTERNATIONAL HOME FOODS.........10
   MARKET PRICES AND DIVIDENDS................................................13
   RECENT DEVELOPMENTS........................................................15

RISK FACTORS..................................................................18
YOU WILL RECEIVE SHARES OF CONAGRA COMMON STOCK BASED ON AN EXCHANGE      
    RATIO THAT IS DETERMINED BY THE MARKET VALUE OF CONAGRA COMMON STOCK......18
THERE IS NO GUARANTEE THAT THE ISSUANCE OF CONAGRA COMMON STOCK TO        
    INTERNATIONAL HOME FOODS STOCKHOLDERS WILL BE TAX-FREE....................18
THE EXECUTIVE OFFICERS AND DIRECTORS OF INTERNATIONAL HOME FOODS WILL     
RECEIVE CERTAIN BENEFITS IN THE MERGER WHICH OTHER STOCKHOLDERS DO      
    NOT RECEIVE...............................................................19
THE APPROVAL OF THE MERGER IS VERY LIKELY BECAUSE OF A VOTING AGREEMENT   
WITH STOCKHOLDERS WHO WILL RECEIVE PAYMENTS AND OTHER BENEFITS IF THE   
    MERGER IS COMPLETED.......................................................19
   THE EXPECTED BENEFITS FROM THE MERGER MAY NOT BE REALIZED..................20
IF THE MERGER DOES NOT OCCUR, THE COMPANIES WILL NOT BENEFIT FROM THE     
    EXPENSES THEY HAVE INCURRED IN THE PURSUIT OF THE MERGER..................20

FORWARD-LOOKING STATEMENTS....................................................20

THE SPECIAL MEETING...........................................................21
   DATE, TIME AND PLACE.......................................................21
   MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING............................21
   INTERNATIONAL HOME FOODS BOARD RECOMMENDATION..............................21
   VOTE REQUIRED..............................................................21
   RECORD DATE, STOCK ENTITLED TO VOTE AND QUORUM.............................21
   VOTING OF PROXIES..........................................................22
   REVOCABILITY OF PROXIES....................................................22
   SOLICITATION OF PROXIES....................................................23
   2001 ANNUAL MEETING OF STOCKHOLDERS OF INTERNATIONAL HOME FOODS............23

THE COMPANIES.................................................................24
   CONAGRA....................................................................24
   INTERNATIONAL HOME FOODS...................................................25

THE MERGER....................................................................26
   GENERAL....................................................................26
   FORM OF THE MERGER.........................................................26
   MERGER CONSIDERATION.......................................................26
   EFFECTIVE TIME OF THE MERGER...............................................26
   BACKGROUND OF THE MERGER...................................................27
   CONAGRA'S REASONS FOR THE MERGER...........................................32
   INTERNATIONAL HOME FOODS' REASONS FOR THE MERGER...........................32
   OPINION OF INTERNATIONAL HOME FOODS' FINANCIAL ADVISOR.....................34
   MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.....................41
   INTERESTS OF PERSONS THAT DIFFER FROM YOUR INTERESTS.......................45
OWNERSHIP INTEREST OF INTERNATIONAL HOME FOODS STOCKHOLDERS AFTER         
    THE MERGER................................................................46
   TREATMENT OF EXISTING INTERNATIONAL HOME FOODS STOCK OPTIONS...............46
   STOCK EXCHANGE LISTING.....................................................48
   DELISTING AND DEREGISTRATION OF INTERNATIONAL HOME FOODS COMMON STOCK......48
   ACCOUNTING TREATMENT.......................................................48
   GOVERNMENT AND REGULATORY APPROVALS........................................48
   EXCHANGE PROCEDURES........................................................49
   RESALES OF CONAGRA COMMON STOCK............................................50
   APPRAISAL RIGHTS...........................................................50

THE MERGER AGREEMENT..........................................................53
   GENERAL....................................................................53
   REPRESENTATIONS AND WARRANTIES.............................................53
   CONDUCT OF BUSINESS PENDING THE MERGER.....................................53
   INDEMNIFICATION, INSURANCE AND RELEASE.....................................55
   NO SOLICITATION............................................................55
   BOARD RECOMMENDATION.......................................................56
   AFFILIATE AGREEMENTS.......................................................56
   CONDITIONS TO THE COMPLETION OF THE MERGER.................................56
   TERMINATION................................................................57
   TERMINATION FEES AND EXPENSES..............................................57
   AMENDMENT..................................................................58
   WAIVER.....................................................................58

VOTING AGREEMENTS.............................................................59

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS...................60
   PRO FORMA COMBINED CONDENSED STATEMENTS OF EARNINGS........................61
   PRO FORMA COMBINED CONDENSED BALANCE SHEET.................................63
   NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS.......64

DESCRIPTION OF CONAGRA CAPITAL STOCK..........................................67
   GENERAL....................................................................67
   DIVIDENDS ON CONAGRA CAPITAL STOCK.........................................67
   CONAGRA COMMON STOCK.......................................................67
   VOTING RIGHTS IN SPECIFIC CASES............................................67
   RIGHTS DIVIDEND............................................................69
   BUSINESS COMBINATIONS UNDER DELAWARE LAW...................................70
   TRANSFER AGENT.............................................................70

COMPARISON OF RIGHTS OF HOLDERS OF CONAGRA COMMON STOCK AND INTERNATIONAL       
  HOME FOODS COMMON STOCK.....................................................71
   GENERAL....................................................................71
   AUTHORIZED CAPITAL STOCK...................................................71
   RIGHTS PLAN................................................................71
   DIVIDENDS AND DISTRIBUTIONS................................................72
   PROVISIONS RELATING TO BUSINESS COMBINATIONS...............................72
   NUMBER OF DIRECTORS AND TERM...............................................72
   AMENDMENTS TO CERTIFICATE OF INCORPORATION.................................72
   ADVANCE NOTICE FOR RAISING BUSINESS OR MAKING NOMINATIONS AT MEETINGS......73

EXPERTS.......................................................................74

LEGAL MATTERS.................................................................74

WHERE YOU CAN FIND MORE INFORMATION...........................................74

ANNEX A  AGREEMENT AND PLAN OF MERGER                                           

ANNEX B  OPINION OF CHASE SECURITIES INC.                                       

ANNEX C  SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW                    

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 SUMMARY

     This summary highlights selected information from this document and may not
contain all the  information  that is important to you. To understand the merger
fully and for a more complete  description of the legal terms of the merger, you
should  read  this  entire  document  carefully.  See  "Where  You Can Find More
Information" on page ___.                                                       

The Companies                                                                   

ConAgra, Inc.                                                     
One ConAgra Drive                                                 
Omaha, Nebraska  68102                                            
402-595-4000                                                      

     ConAgra is one of the world's largest food companies.  ConAgra  competes in
multiple segments of the food business and focuses on adding value for customers
in the retail foods, foodservice, and agricultural products channels.           

International Home Foods, Inc.                                    
1633 Littleton Road                                               
Parsippany, New Jersey 07054                                      
973-359-9920                                                      

     International Home Foods  manufactures and markets a diversified  portfolio
of shelf-stable food products with popular brand names.                         

What You Will Receive in the Merger                                             

     In the merger, you will receive a value targeted at $22, half of which will
be paid in cash and half of which will be paid in ConAgra common stock, for each
of your shares of  International  Home Foods common  stock.  The per share value
that you receive  from  ConAgra  will consist of $11 in cash and a fraction of a
share of ConAgra common stock. The fractional share of ConAgra common stock will
be  determined  by an exchange  ratio.  All  stockholders  will receive the same
merger  consideration.  Stockholders  have no right to elect a different  mix of
cash and stock.                                                                 

     The  exchange  ratio will be  determined  by  dividing  $11 by the  average
closing  price of ConAgra  common  stock on the New York Stock  Exchange for the
ten-trading-day period ending on the fifth full trading day prior to the merger.
However, you will receive no less than .50000 and no more than .61111 of a share
of ConAgra common stock for each share of your  International  Home Foods common
stock.                                                                          

     For  example,  if you own  100  International  Home  Foods  shares  and the
exchange  ratio is .55000,  then you would receive $1,100 in cash and 55 ConAgra
common shares in the merger.                                                    

     The following  chart sets forth examples of the exchange ratios for various
average closing prices of ConAgra common stock.                                 

If the average                                                            
closing price of              Then the                                    
ConAgra common                exchange ratio                              
stock is:                     will be:                                    

$18 or less                 .61111                                    
$19                         .57895                                    
$20                         .55000                                    
$21                         .52381                                    
$22 or more                 .50000                                    

     We  anticipate  that the merger will occur on _______,  2000.  You may call
1-8__-___-____ after _______, 2000 for the expected exchange ratio.             

What You Should Do Now                                                          

     You should  mail your  signed and dated proxy as soon as possible to ensure
that your shares of International Home Foods common stock will be represented at
the  special  meeting.  You should not send in your share  certificates  at this
time. If the merger occurs, you will receive written instructions for exchanging
your International Home Foods share certificates for ConAgra share certificates.

Board Recommendation                                                            

     The  International  Home Foods board members  present at a special  meeting
unanimously  approved the merger  agreement  and  determined  that the merger is
advisable  and in the  best  interests  of  International  Home  Foods  and  its
stockholders, and recommends that International Home Foods stockholders vote for
the adoption of the merger agreement.                                           

     The  International  Home  Foods  board  believes  the merger  provides  its
stockholders  the opportunity to realize a significant  premium for their shares
over the average trading price of the  International  Home Foods common stock at
the time the agreement  with ConAgra was reached.  In determining to approve the
merger  agreement,  the  International  Home Foods  board also  considered  that
International Home Foods is permitted to accept  alternative  takeover proposals
under specified circumstances.                                                  

The Special Meeting                                                             

     Purpose (see page __). International Home Foods will hold a special meeting
for its stockholders to adopt the merger agreement.                             

     When;   Where  (see  page  __).  The  special   meeting  will  be  held  on
______________, 2000 at ________ __.m. at __________________.                   

     Who May  Vote  (see  page  __).  If you  are an  International  Home  Foods
stockholder of record at the close of business on __________, 2000, then you are
entitled to vote at the special meeting and to cast one vote for each share that
you own. On  __________,  2000 there were _______ shares of  International  Home
Foods  common  stock  entitled  to be  voted  at the  special  meeting.  ConAgra
stockholders will not vote on the merger.                                       

     Required  Vote;  Effect of Broker  Non-Vote and  Abstention  (see page __).
Adoption of the merger  agreement will require an affirmative vote by holders of
a majority of the shares of  International  Home Foods  common  stock issued and
outstanding  as  of  _________,   2000.  International  Home  Foods'  directors,
executive  officers and their affiliates held a total of  approximately  ___% of
the shares of the  International  Home Foods  common  stock  outstanding  on the
record date. A broker non-vote, a failure to vote or an abstention will have the
effect of a vote against the adoption of the merger agreement.                  

     Agreements to Vote (see page __). C. Dean  Metropoulos and three investment
limited  partnerships  controlled by Hicks, Muse, Tate & Furst Incorporated hold
an aggregate of  31,963,001  shares of  International  Home Foods common  stock,
representing  approximately  43.1% of the outstanding  International  Home Foods
common stock. The investment limited  partnerships and Mr.  Metropoulos  entered
into voting  agreements with ConAgra to vote all of their shares for adoption of
the merger  agreement.  Accordingly,  adoption of the merger  agreement  is very
likely to be approved.                                                          

Risk Factors Meriting Special Attention                                         

     Before you decide to vote for adoption of the merger agreement,  you should
consider the following risk factors, which are more fully described in the "Risk
Factors" section beginning on page __ of this document.                         

     o    you  will  receive shares of ConAgra common stock based on an exchange
          ratio that will change as the market value of the ConAgra common stock
changes before the merger closes;                           

     o    the  amount  of  ConAgra  common stock to be received  pursuant to the
          exchange  ratio  may  result in your receipt of less than the targeted
          value  of $22 for each share of International Home Foods common stock;
          in  addition,  International  Home  Foods  does  not have the right to
          terminate the merger agreement if the average closing price of ConAgra
common stock for the valuation period is less than $18;     

     o    you will not know whether the issuance of ConAgra common  stock in the
          merger  will  be  a  taxable  event to you at the time you vote at the
International Home Foods special meeting;                   

     o    the  management  of  International Home Foods will receive benefits in
the merger which you will not receive;                      

     o    the merger is very likely to be approved because of voting  agreements
          with  stockholders  of  International  Home  Foods  who will, or whose
          controlling  persons  will,  receive  additional  cash payments if the
merger is completed; and                                    

o    the expected benefits of the merger may not be realized.         

The Merger and the Merger Agreement                                             

     The merger agreement is attached as Annex A to this document.  We encourage
you to read the merger  agreement  in its  entirety as it is the legal  document
that governs the merger.                                                        

     Material  United States  Federal  Income Tax  Consequences  (see page ___).
ConAgra and  International  Home Foods  intend,  if possible,  for the merger to
qualify as a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended.  If the merger qualifies as a  reorganization,
then the holders of  International  Home Foods common stock will not recognize a
gain or loss for U.S.  federal  income tax  purposes  as a result of the merger,
except  gain  to  the  extent  of the  cash  received,  as  part  of the  merger
consideration,  in lieu of  fractional  shares or upon the exercise of appraisal
rights.                                                                         

     The  completion of the merger as a  reorganization  under Section 368(a) is
conditioned on receipt of a tax opinion from  International Home Foods' counsel.
The tax opinion is conditioned,  among other things, on the value of the ConAgra
common stock  issued in the merger being 40% or more of the total  consideration
paid for the International Home Foods common stock.                             

     In the event that a tax opinion is not  delivered  as  contemplated  by the
merger  agreement or, even if the tax opinion is delivered,  ConAgra  reasonably
determines,  in good faith,  that the cash  portion of the merger  consideration
could  exceed  60% of the  total  fair  market  value  of the  aggregate  merger
consideration,  then ConAgra has the right to cause the merger to be effected in
a manner that would not be a reorganization within the meaning of Section 368(a)
of the Internal Revenue Code.                                                   

     Even if the tax opinion is  delivered  and ConAgra  does not  exercise  the
above  election,  there can be no  assurance  that the merger will  qualify as a
reorganization.  If the merger is not a reorganization,  then you will generally
realize taxable capital gain or loss equal to the difference of:                

     o    the  sum  of  the  cash  you receive plus the fair market value of the
ConAgra common stock you receive and                        

     o    your adjusted tax basis in your International Home Foods common stock.

     However, if your average realized gain is less than $11 per share, the U.S.
federal income tax consequences to you may be the same whether or not the merger
is a  reorganization  within  the  meaning  of  Section  368(a).  (See page __.)
Conditions to the Merger (see page ___). The completion of the merger depends on
a number of conditions being met, including the following:                      

o    obtaining approval of International Home Foods stockholders;     

     o    ConAgra  and  International  Home  Foods  materially  performing their
obligations under the merger agreement; and                 

     o    expiration  of  the waiting periods applicable to the merger under the
          Hart-Scott-Rodino  Antitrust  Improvements Act, the Competition Act of
Canada and the Mexican Federal Economic Competition Law.    

     Any condition to the merger,  other than the approval of International Home
Foods  stockholders,  may be  waived  by the  company  entitled  to  assert  the
condition.                                                                      

     Appraisal Rights (see page ___).  International Home Foods stockholders are
entitled to rights of appraisal under applicable Delaware law in connection with
the merger.                                                                     

     Termination  of  the  Merger   Agreement   (see  page  ___).   ConAgra  and
International  Home Foods can agree in writing to terminate the merger agreement
at any time  without  completing  the merger.  In addition,  either  company can
terminate the merger agreement  without  completing the merger,  if, among other
things, any of the following occurs:                                            

o    the merger is not completed by November 30, 2000;                

     o    the  International  Home  Foods  stockholders  do not adopt the merger
agreement;                                                  

o    any governmental entity prevents completion of the merger; or    

o    the other party materially breaches the merger agreement.        

     ConAgra may also terminate the merger agreement if the  International  Home
Foods board:                                                                    

     o    fails to convene a meeting to adopt the merger agreement by _________,
2000;                                                       

     o    fails   to   recommend   adoption  of  the  merger  agreement  to  the
International Home Foods stockholders; or                   

     o    withdraws,  amends  or  modifies its recommendation of the merger in a
manner adverse to ConAgra.                                  

     International  Home  Foods  may also  terminate  the  merger  agreement  in
connection with entering into a definitive  agreement for a business combination
that the  International  Home Foods board  determines  is superior to the merger
with ConAgra.                                                                   

     Termination   Fees  (see  page   ___).   The  merger   agreement   requires
International  Home Foods to pay ConAgra a termination fee of $50,000,000 if the
merger agreement is terminated under specified circumstances.                   

     No  Solicitation  of  Third  Parties  (see  page  ___).  Under  the  merger
agreement,  International  Home Foods cannot engage in  discussions  or exchange
information with a third party about a takeover proposal. However, International
Home Foods may respond to an unsolicited  takeover proposal if the International
Home  Foods  board  determines  in good  faith  that the  proposal  is, or could
reasonably  be  expected to lead to a proposal  that is,  superior to the merger
with ConAgra.                                                                   

     Accounting  Treatment (see page ___). The merger will be accounted for as a
purchase in accordance with generally accepted accounting principles.           

     Regulatory  Approvals  (see  page  ___).  The  initial  filings  under  the
Hart-Scott-Rodino  Antitrust Improvement Act of 1976 were made on June 23, 2000,
the initial filings under the Competition Act of Canada were made on __________,
2000 and the initial filings under the Mexican Federal Economic  Competition Law
were made on ________,  2000. As of the date of this  document,  we have not yet
received  all of the  required  approvals.  Although  we expect  to  obtain  the
necessary approvals, we cannot be certain we will obtain them.                  

     Transferability  of ConAgra  Common  Stock  (see page  ___).  All shares of
ConAgra  common  stock  issued  in  connection  with the  merger  will be freely
tradable on the New York Stock  Exchange.  However,  transfers of shares held by
persons deemed to be "affiliates" are subject to securities law limitations.    

Interests of Persons That Differ From Your Interests                            

     International  Home Foods'  management has interests in the merger that are
different from or in addition to your interests. For example:                   

     o    stock  options,  including  stock  options  held by International Home
          Foods  management,  to  purchase International Home Foods common stock
          will  be  cashed  out  in  part  and converted in part into options to
acquire shares of ConAgra common stock;                     

     o    all  unvested  stock options held by International Home Food employees
will become fully exercisable at the time of the merger;    

     o    a  number  of  International Home Foods employees, including executive
          officers,  have  rights to severance payments that may be triggered if
their employment is terminated after the merger; and        

     o    directors  and  executive  officers  of  International Home Foods have
          customary rights to indemnification against specified liabilities, and
          ConAgra  has  agreed  to  maintain  directors' and officers' liability
          insurance  for  them  and has released them from liabilities under the
merger agreement.                                           

     Stockholders,  or parties controlling  stockholders,  holding approximately
43.1% of the  International  Home Foods common stock,  and who have entered into
voting  agreements to vote in favor of the merger,  have interests in the merger
that are different from or in addition to your interest. For example:           

     o    pursuant to a 1999 employment agreement, C. Dean Metropoulos will have
          the  right to receive a $6.1 million severance payment upon completion
of the merger;                                              

     o    pursuant  to  a  1996  financial advisory agreement, Hicks, Muse & Co.
          Partners, L.P. will receive a cash fee of $10 million if the merger is
completed; and                                              

     o    International  Home  Foods  will transfer a lease of office facilities
          and  related improvements and personal property to an entity, in which
          Hicks Muse or C. Dean  Metropoulos may have an interest, in return for
          the  entity's  assumption  of  all  obligations  under the lease.  Mr.
          Metropoulos  will  have use of the leased facilities.  The transferred
assets have a net book value of approximately $1 million.   

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Selected Historical Financial Data of ConAgra                                   

     You  should  read  the  following  selected  historical  financial  data in
conjunction with the historical financial statements and accompanying notes that
ConAgra has  included  in its annual  report on Form 10-K for the year ended May
30, 1999 and its quarterly  report on Form 10-Q for the thirty-nine  weeks ended
February 27, 2000.  The annual report on Form 10-K and quarterly  report on Form
10-Q are  incorporated  by  reference  herein.  See  "Where  You Can  Find  More
Information" on page __.                                                        

                                                        [Enlarge/Download Table]
                                                                                                              
                               Thirty-Nine Weeks                                                              
                                     Ended                                                                    
                              Feb. 27    Feb. 28                          Fiscal Year Ended May               
                              2000(1)      1999      1999(2)       1998         1997        1996(3)    1995   
                              ----         ----      ----          ----         ----        ----       ----   
                                                       (In Millions, Except Per Share Data)                   
OPERATING DATA:                                                                                               
Net sales .................. $18,994.3   $18,581.1  $24,594.3    $24,219.5    $24,445.2   $24,321.3  $23,829.8
Income from                                                                                                   
  continuing operations ....     432.5       499.7      358.4        641.8        637.9       211.8      512.2
Income per basic share                                                                                        
  from continuing                                                                                             
  operations ...............      $.91       $1.06       $.76        $1.38        $1.36        $.43      $1.04
Income per diluted                                                                                            
  share from continuing                                                                                       
  operations ...............      $.90       $1.05       $.75        $1.35        $1.34        $.43      $1.02
Cash dividends per                                                                                            
  share ....................    $.5855      $.5133     $.6918       $.6050       $.5275      $.4600     $.4013

BALANCE SHEET                                                                                                 
  DATA:                                                                                                       
Total assets ............... $13,115.3   $13,536.9  $12,146.1    $11,808.5    $11,451.8   $11,364.2  $10,969.2
Long-term obligations,                                                                                        
  excluding current                                                                                           
  installments, and                                                                                           
  redeemable preferred                                                                                        
  stock  ...................   2,621.7     2,638.0    2,543.1      2,503.5      2,378.5     2,286.3    2,551.5

----------------------------                                                    

     (1) ConAgra's  financial data for the thirty-nine  weeks ended February 27,
2000,  includes  non-recurring  charges of $236.1  million  before  tax  ($146.4
million after tax). If these charges were excluded, basic earnings per share for
the  thirty-nine  weeks  ended  February  27,  2000  would be $1.22 and  diluted
earnings per share would be $1.21.                                              

     (2) ConAgra financial data for fiscal 1999 includes  non-recurring  charges
of $440.8 million  before tax ($337.9  million after tax). If these charges were
excluded,  basic  earnings  per share for fiscal 1999 would be $1.48 and diluted
earnings per share would be $1.46.                                              

     (3) ConAgra financial data for fiscal 1996 includes  non-recurring  charges
of $507.8 million  before tax ($356.3  million after tax). If these charges were
excluded,  basic  earnings  per share for fiscal 1996 would be $1.19 and diluted
earnings per share would be $1.17.                                              

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Selected Historical Financial Data of International Home Foods                  

     You  should  read  the  following  selected  historical  financial  data in
conjunction with the historical financial statements and accompanying notes that
International  Home Foods has included in its annual report on Form 10-K for the
year ended December 31, 1999 and its quarterly report on Form 10-Q for the three
months ended March 31, 2000. The annual report on Form 10-K and quarterly report
on Form 10-Q are incorporated by reference herein.  See "Where You Can Find More
Information" on page __.                                                        

     International  Home Foods'  financial data for 1999, 1998 and 1997 includes
the effects of business acquisitions and disposals. In 1999,  International Home
Foods  acquired two  businesses  with combined net sales of $180.4  million from
their  respective  dates of  acquisition.  In  1998,  International  Home  Foods
acquired three  businesses  with combined net sales of $161.4 million from their
respective dates of acquisition. In 1997, International Home Foods acquired four
businesses with combined net sales of $228.3 million from their respective dates
of  acquisition.  In  November  1997,  International  Home Foods  completed  the
issuance  of 12.1  million  shares of common  stock,  through an initial  public
offering,  resulting in net proceeds of $224.9 million. Also, effective November
1, 1996,  International  Home Foods entered into a $770 million credit agreement
and issued $400 million of 10.375% Senior  Subordinated Notes in connection with
a  leveraged   recapitalization  of  the  company.   The  credit  agreement  was
subsequently  amended on  September  16, 1998 to increase the facility to $996.3
million. Prior to November 1, 1996,  International Home Foods was a wholly-owned
subsidiary of American Home Products  Corporation  and did not maintain a credit
facility and accordingly did not incur any interest expense.                    

                                                        [Enlarge/Download Table]
                                                                                                          

                              Three Months Ended                                                          
                              Mar. 31    Mar. 31                    Fiscal Year Ended December 31         
                               2000      1999(1)   1999 (2)      1998(3)       1997         1996     1995 
                               ----      ----      ----          ----          ----         ----     ---- 
                                                     (In Millions, Except Per Share Data)                 

OPERATING DATA:                                                                                           
Net sales .................   $561.4     $514.2   $2,144.4      $1,699.6     $1,222.4      $942.8   $818.9
Income from                                                                                               
  continuing                                                                                              
  operations ..............     26.5       32.5      103.4          16.5         23.9        83.0     39.2
Income per basic share                                                                                    
  from continuing                                                                                         
  operations ..............     $.36       $.44      $1.41          $.22         $.38       $1.34     $-- 
Income per diluted                                                                                        
  share from continuing                                                                                   
  operations ..............     $.35       $.43      $1.36          $.21         $.36       $1.34     $-- 
Cash dividends per                                                                                        
  share ...................     $.--       $.--      $.--           $.--         $.--       $.--      $-- 

BALANCE SHEET                                                                                             
  DATA:                                                                                                   
Total assets .............. $1,571.8   $1,471.3   $1,549.4      $1,446.2     $1,262.1      $968.3  $463.6 
Long-term debt, excluding                                                                                 
current installments ......    962.7    1,060.9    1,024.4       1,102.8        942.6     1,044.0     --  


----------------------------                                                    

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     (1) In February 1999,  International  Home Foods sold its Polaner  business
for $30.0 million  resulting in a gain of $15.8 million before tax ($9.6 million
after tax). Excluding the gain on the sale of the Polaner business, basic income
per share for the quarter ended March 31, 1999 would be $.31 and diluted  income
per share would be $.30.                                                        

     (2) Excluding  the gain on the sale of the Polaner  business and a non-cash
deferred tax restructuring  charge of $20.6 million,  basic income per share for
the year ended  December 31, 1999 would be $1.56,  and diluted  income per share
would be $1.50                                                                  

     (3) In 1998,  International  Home Foods incurred  non-recurring  charges of
$118.1  million  before tax ($75.3  million  after tax).  If these  charges were
excluded, basic earnings per share for the year ended December 31, 1998 would be
$1.20 and diluted income per share would be $1.15.                              

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Unaudited Selected Pro Forma Combined Condensed Financial Information           

     In the table  below,  we  provide  you with  unaudited  selected  pro forma
combined  condensed  financial  information  for  ConAgra as if its merger  with
International  Home Foods had been  completed  at the  beginning of the earliest
period  presented  for income  statement  purposes  and on February 27, 2000 for
balance sheet purposes.  For purposes of the unaudited pro forma data, ConAgra's
consolidated  statements  of  earnings  for the year ended May 30,  1999 and the
thirty-nine weeks ended February 27, 2000 have been combined with  International
Home Foods' consolidated statements of income recasted for a twelve-month period
ended June 30, 1999 and a nine-month  period ended March 31, 2000, and ConAgra's
consolidated  balance  sheet as of  February  27,  2000 has been  combined  with
International Home Foods' consolidated balance sheet as of March 31, 2000.      

     This unaudited selected pro forma combined condensed financial  information
should be read together with the separate  historical  financial  statements and
accompanying notes of ConAgra and International Home Foods, which we incorporate
by  reference in this proxy  statement/prospectus  and the  unaudited  pro forma
combined  condensed   financial   statements  and  accompanying  notes  included
elsewhere in this proxy  statement/prospectus.  The unaudited pro forma combined
condensed financial  statements do not give effect to any potential cost savings
or other operating  efficiencies that we expect to result from this transaction.
For copies of the  information we  incorporate by reference,  see "Where You Can
Find More Information" on page __. You should not rely on the unaudited selected
pro forma  condensed  financial  information  as an indication of the results of
operations  or  financial  position  that  ConAgra  would have  achieved  if the
International  Home Foods  merger had taken  place  earlier or of the results of
operations  or  financial  position  of  ConAgra  after  the  completion  of the
International Home Foods merger.                                                

                                                        [Enlarge/Download Table]
                                                                                                              
                                                                  Thirty-Nine Weeks                           
                                                                        Ended                Year Ended       
                                                                  Feb. 27, 2000(1)         May 30, 1999(2)    
                                                               ------------------------ ----------------------
                                                                    (In Millions, Except Per Share Data)      
UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT DATA:                                                 
  Net sales                                                          $20,390.0              $26,231.5         
  Income from continuing operations                                      452.5                  324.1         
  Income per basic common share from                                                                          
       continuing operations                                              $.88                   $.63         
  Income per diluted common share from                                                                        
       continuing operations                                              $.87                   $.62         

                                                                                            Feb. 27, 2000     
                                                                                        ----------------------
UNAUDITED PRO FORMA COMBINED                                                                                  
  CONDENSED BALANCE SHEET DATA:                                                                               
  Total assets                                                                              $16,271.8         
  Long-term obligations, excluding current installments,                                      4,490.0         
     and redeemable preferred stock                                                                           
  Common stockholders' equity                                                                 3,963.1         


---------------------                                                           

     (1) ConAgra's  financial data for the thirty-nine  weeks ended February 27,
2000,  includes  non-recurring  charges of $236.1  million  before  tax  ($146.4
million after tax). If these  non-recurring  items were excluded,  unaudited pro
forma basic earnings per share for the thirty-nine weeks ended February 27, 2000
would be $1.16 and  unaudited  pro forma  diluted  earnings  per share  would be
$1.15.                                                                          

     (2) ConAgra's financial data for fiscal 1999 includes non-recurring charges
of $440.8  million  before tax ($337.9  million after tax).  International  Home
Foods  financial data for the  twelve-month  period ended June 30, 1999 includes
non-recurring charges and gain on sale of the Polaner business of $102.3 million
before  tax  ($65.7  million  after  tax).  If these  non-recurring  items  were
excluded,  unaudited pro forma basic earnings per share for fiscal 1999 would be
$1.42 and unaudited pro forma diluted earnings per share would be $1.40.        

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Comparative Per Share Data of ConAgra and International Home Foods              

     We are providing the following comparative per share information to aid you
in your  analysis of the financial  aspects of the merger.  You should read this
information in conjunction with the selected historical  financial data included
on pages ____ and ____,  and the separate  historical  financial  statements and
accompanying  notes of ConAgra and International Home Foods contained in reports
that the  companies  have  previously  filed with the SEC and the  unaudited pro
forma combined condensed  financial  statements and accompanying notes beginning
on page ____.                                                                   

     The ConAgra unaudited pro forma condensed per share data presented reflects
the purchase  method of accounting of the per share results of the businesses of
ConAgra and  International  Home Foods as if the acquisition had occurred at the
earliest  of the  periods  presented  for income  statement  purposes  and as of
February 27, 2000 for balance sheet  purposes . The results are not  necessarily
indicative of the results that would have actually occurred if the companies had
been combined for the periods indicated.                                        

     ConAgra   has  a  fiscal  year  ending  on  the  last  Sunday  of  May  and
International Home Foods has a fiscal year ending December 31. Accordingly,  the
unaudited pro forma financial data for the periods presented  combines ConAgra's
consolidated  statements  of  earnings  for the year ended May 30,  1999 and the
thirty-nine  weeks  ended  February  27,  2000 with  International  Home  Foods'
unaudited  consolidated  statements of income recasted for a twelve-month period
ended June 30, 1999 and a nine-month  period ended March 31, 2000, and ConAgra's
consolidated balance sheet as of February 27, 2000 with International Home Foods
unaudited consolidated balance sheet as of March 31, 2000.                      

     The International  Home Foods unaudited pro forma equivalent per share data
equals an assumed exchange ratio of .55 multiplied by the ConAgra  unaudited pro
forma  condensed per share data.  The assumed  exchange  ratio was determined by
dividing $11 by ConAgra's  assumed average closing price of $20, the midpoint of
the exchange ratio  provided for in the merger  agreement.  The actual  exchange
ratio will be  determined  by the average  closing price on the ten trading days
ending on the fifth full trading day  immediately  preceding the merger with the
adjustment  of the exchange  ratio being limited to a range of .50000 and .61111
of a share of ConAgra  common  stock.  The exchange  ratio will be .61111 if the
average  closing  price of ConAgra  common stock is $18.00 or less and .50000 if
the average  closing price is $22.00 or more.  The unaudited pro forma per share
data are not  necessarily  indicative  of the results that would have  occurred,
your financial  interest in such results,  or the future results that will occur
after the merger.                                                               

     All basic earnings per share data are computed  using the weighted  average
number of shares of common  stock  outstanding  during the  period.  All diluted
earnings per share data are computed using the weighted average number of shares
of common stock  outstanding  and dilutive  potential  common stock  outstanding
during  the  period.  All book value per share data are based upon the number of
shares of common stock outstanding at the end of the related period.            

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                                                        [Enlarge/Download Table]
                                                                                            

                                                      Thirty-Nine Weeks      Fiscal Year    
                                                            Ended               Ended       

                                                       Feb. 27, 2000(1)    May 30, 1999(2)  
                                                      ------------------- ------------------
CONAGRA - HISTORICAL:                                                                       

  Historical per common share:                                                              
    Income per basic share from continuing                                                  
       operations...................................         $.91               $.76        
    Income per diluted share from continuing                                                
       operations...................................         $.90               $.75        
    Cash dividends per share........................       $.5855             $.6918        
    Book value per share............................        $6.49              $6.18        

                                                         Nine Months        Twelve Months   
                                                        Ended Mar. 31,     Ended June 30,   
                                                             2000              1999(3)      
                                                      ------------------- ------------------
INTERNATIONAL HOME FOODS - HISTORICAL:                                                      

  Historical per common share:                                                              
    Income per basic share from continuing                                                  
        operations..................................         $.97               $.47        
    Income per diluted share from continuing                                                
       operations...................................         $.94               $.45        
    Cash dividends per share........................           --                 --        
    Book value per share............................        $2.31              $1.25        

                                                      Thirty-Nine Weeks      Fiscal Year    
                                                            Ended               Ended       
                                                       Feb. 27, 2000(4)    May 30, 1999(5)  
                                                      ------------------- ------------------
CONAGRA - UNAUDITED PRO FORMA CONDENSED:                                                    

  Unaudited pro forma condensed per share of ConAgra                                        
    common stock:                                                                           
    Income per basic share from continuing                                                  
       operations...................................         $.88                $.63       
    Income per diluted share from continuing                                                
       operations...................................          .87                 .62       
    Cash dividends per share........................       $.5855              $.6918       
    Book value per share............................        $7.66                           

INTERNATIONAL HOME FOODS -                                                                  
UNAUDITED PRO FORMA EQUIVALENT:                                                             

  Unaudited pro forma condensed per share of ConAgra                                        
    common stock:                                                                           
    Income per basic share from continuing                                                  
       operations...................................         $.48                $.35       
    Income per diluted share from continuing                                                
       operations...................................          .48                 .34       
    Cash dividends per share........................         $.32                $.38       
    Book value per share............................        $4.21                           


-------------------------                                                       

     (1) ConAgra's  financial data for the thirty-nine  weeks ended February 27,
2000,  includes  non-recurring  charges of $236.1  million  before  tax  ($146.4
million after tax). If these charges were excluded, basic earnings per share for
the  thirty-nine  weeks  ended  February  27,  2000  would be $1.22 and  diluted
earnings per share would be $1.21.                                              

     (2) ConAgra's financial data for fiscal 1999 includes non-recurring charges
of $440.8 million  before tax ($337.9  million after tax). If these charges were
excluded,  basic  earnings  per share for fiscal 1999 would be $1.48 and diluted
earnings per share would be $1.46.                                              

     (3)  International  Home Foods financial data for the  twelve-month  period
ended  June 30,  1999  includes  non-recurring  charges  and gain on sale of the
Polaner  business of $102.3  million  before tax ($65.7  million  after tax). If
these  non-recurring  items  were  excluded,  basic  earnings  per share for the
twelve-month  period ended June 30, 1999 would be $1.35 and diluted earnings per
share would be $1.30.                                                           

     (4) ConAgra's  financial data for the thirty-nine  weeks ended February 27,
2000,  includes  non-recurring  charges of $236.1  million  before  tax  ($146.4
million after tax). If these charges were excluded,  unaudited pro forma and pro
forma  equivalent  basic  earnings  per share for the  thirty-nine  weeks  ended
February 27, 2000 would be $1.16 and $.64, respectively, and unaudited pro forma
and pro forma  equivalent  diluted  earnings  per share would be $1.15 and $.63,
respectively.                                                                   

     (5) ConAgra's financial data for fiscal 1999 includes non-recurring charges
of $440.8  million  before tax ($337.9  million after tax).  International  Home
Foods  financial data for the  twelve-month  period ended June 30, 1999 includes
non-recurring charges and gain on sale of the Polaner business of $102.3 million
before  tax  ($65.7  million  after  tax).  If these  non-recurring  items  were
excluded,  unaudited pro forma and pro forma equivalent basic earnings per share
for fiscal 1999 would be $1.42 and $.78,  respectively,  and unaudited pro forma
and pro forma  equivalent  diluted  earnings  per share would be $1.40 and $.77,
respectively.                                                                   

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Market Prices and Dividends                                                     

     The table below sets forth,  for the fiscal quarters  indicated,  dividends
and the high and low sales  prices  per  share  reported  by the New York  Stock
Exchange  Composite  Transactions  List for the  ConAgra  common  stock  and the
International  Home Foods common stock.  ConAgra's  fiscal year ends on the last
Sunday  in May each  year and  International  Home  Foods'  fiscal  year ends on
December  31 each  year.  International  Home  Foods  has not  declared  or paid
dividends on the International Home Foods common stock.                         

                                                        [Enlarge/Download Table]
                                                                                            

                                            ConAgra Common Stock                            

                                                                  High      Low    Dividends
Fiscal year:                                                                                

1999                                                                                        
    First Quarter ended August 30, 1998:                         $33.25    $22.56   $.15625 
    Second Quarter ended November 29, 1998:                       32.44     24.63    .17850 
    Third Quarter ended February 28, 1999:                        34.38     29.25    .17850 
    Fourth Quarter ended May 30, 1999:                            31.25     23.13    .17850 

2000                                                                                        
    First Quarter ended August 29, 1999:                         $28.13    $24.06   $.17850 
    Second Quarter ended November 28, 1999:                       26.50     21.50    .20350 
    Third Quarter ended February 27, 2000:                        24.63     15.88    .20350 
    Fourth Quarter ended May 28, 2000:                            23.25     15.06    .20350 

2001                                                                                        
    First Quarter (through _________):                                                      

                                    International Home Foods Common Stock                   

                                                                  High      Low    Dividends

Fiscal year:                                                                                

1998                                                                                        
    First Quarter ended March 31, 1998:                          $34.50    $25.25     $--   
    Second Quarter ended June 30, 1998:                           32.13     22.75      --   
    Third Quarter ended September 30, 1998:                       25.63     12.88      --   
    Fourth Quarter ended December 31, 1998:                       20.19     10.38      --   

1999                                                                                        
    First Quarter ended March 31, 1999:                          $20.50    $14.06     $--   
    Second Quarter ended June 30, 1999:                           18.44     13.81      --   
    Third Quarter ended September 30, 1999:                       20.56     17.44      --   
    Fourth Quarter ended December 31, 1999:                       20.00     15.00      --   

2000                                                                                        
    First Quarter ended March 31, 2000:                          $17.50    $14.00     $--   
    Second Quarter ended June 30, 2000:                           _____     _____     ___   
    Third Quarter (through __________):                                                     


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     The  following  chart sets forth the last reported sale prices per share of
ConAgra  common stock and  International  Home Foods common stock as reported on
the New York Stock Exchange Composite Transactions List on: o June 22, 2000, the
last  trading  day prior to the  announcement  of the  merger  agreement;  and o
__________,  2000,  the latest  practicable  date prior to the  printing of this
document.                                                                       

                                                                [Download Table]
                                                                      

                          Stock Price Preceding  Stock Price Preceding
                               Announcement            Printing       

ConAgra                            $19.88              $_______       
International Home Foods           $15.38              $_______       


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Recent Developments                                                             

     On June 29, 2000,  ConAgra  issued a press release with respect to earnings
for its fourth  quarter and fiscal year ended May 28,  2000.  Sales and earnings
for the fourth quarter and fiscal year ended May 28, 2000 and the fourth quarter
and fiscal year ended May 30, 1999 are set forth below:                         

                                                        [Enlarge/Download Table]
                                                                                                            

                                                               Fourth Quarter - Thirteen Weeks Ended        
                                                          ----------------------------------------------    
                                                               (In millions except per share amounts)       
                                                                                                     Percent
                                                          May 28, 2000           May 30, 1999         Change
                                                          ------------           ------------         ------
Net sales................................................   $6,391.5               $6,013.2             6%  
                                                             -------                -------                 
Costs and expenses                                                                                          
  Cost of goods sold *...................................    5,346.9                5,005.6             7   
  Selling, administrative and general expenses*..........      745.8                  635.8            17   
  Interest expense, net..................................       69.5                   61.2            14   
  Restructuring/impairment charges.......................      260.8                  440.8           (41)  
                                                             -------                -------                 
                                                             6,423.0                6,143.4             5   
                                                             -------                -------                 
Income (loss) before income taxes........................      (31.5)                (130.2)           76   
Income taxes.............................................      (12.0)                  11.1          (208)  
                                                             --------               -------                 
Net income (loss)........................................     $(19.5)               $(141.3)           86%  
                                                             ========               =======                 
Income (loss) per share - basic..........................     $(0.04)                $(0.30)           87%  
                                                             ========               ========                
Weighted average shares outstanding......................      476.8                  470.7             1%  
                                                               =====                  =====                 
Income (loss) per share - diluted........................     $(0.04)                $(0.30)           87%  
                                                              =======                =======                
Weighted average shares and share                                                                           
  equivalents outstanding................................      478.3                  470.7             2%  
                                                               =====                  =====                 

*Restructuring/impairment  charges  for the  thirteen  weeks  ended May 28, 2000
total $260.8 million. Other  restructuring-related  items for the thirteen weeks
ended May 28, 2000 include accelerated depreciation of $23.9 million included in
cost of goods sold,  inventory  markdowns of $73.1  million  included in cost of
goods  sold,  $.5  million of  accelerated  depreciation  included  in  selling,
administrative  and general  expenses and $27.0  million of  restructuring  plan
implementation  costs included in selling,  administrative and general expenses.
ConAgra   incurred   a  total   of   $385.3   million   in   restructuring   and
restructuring-related   charges  across  all  classifications  for  the  quarter
compared with $440.8 million during the comparable period last year.            

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                                                        [Enlarge/Download Table]
                                                                                                            

                                                                Fiscal Year - Fifty-Two Weeks Ended         
                                                          ------------------------------------------------  
                                                               (In millions except per share amounts)       
                                                                                                     Percent
                                                          May 28, 2000           May 30, 1999         Change
                                                          ------------           ------------         ------
Net sales................................................   $25,385.8              $24,594.3            3%  
                                                            ---------              ---------                
Costs and expenses                                                                                          
  Cost of goods sold*....................................    21,205.9               20,556.2            3   
  Selling, administrative and general expenses*..........     2,888.2                2,598.4           11   
  Interest expense, net..................................       303.4                  316.6           (4)  
  Restructuring/impairment charges.......................       322.2                  440.8          (27)  
                                                            ----------             ----------               
                                                             24,719.7               23,912.0            3   
                                                             --------               --------                
Income before income taxes...............................       666.1                  682.3           (2)  
Income taxes.............................................       253.1                  323.9          (22)  
                                                             ---------              ---------               
Net income...............................................      $413.0                 $358.4           15%  
                                                               ======                 ======                
Income per share - basic.................................       $0.87                  $0.76           15%  
                                                                =====                  =====                
Weighted average shares outstanding......................       475.7                  470.0            1%  
                                                                =====                  =====                
Income per share - diluted...............................       $0.86                  $0.75           15%  
                                                                =====                  =====                
Weighted average shares and share                                                                           
  equivalents outstanding................................       478.6                  476.7            0%  
                                                                =====                  =====                

*Restructuring/impairment  charges for fiscal 2000 total $322.2  million.  Other
restructuring-related  items for fiscal 2000 include accelerated depreciation of
$108.3  million  included in cost of goods sold,  inventory  markdowns of $114.5
million   included  in  cost  of  goods  sold,   $30.8  million  of  accelerated
depreciation included in selling,  administrative and general expenses and $45.6
million  of  restructuring  plan  implementation   costs  included  in  selling,
administrative and general expenses.  ConAgra incurred a total of $621.4 million
in restructuring and  restructuring-related  charges across all  classifications
for fiscal 2000, compared with $440.8 million for fiscal 1999.                  

     ConAgra's fiscal 2000 diluted earnings per share increased to $.86, up from
$.75 for fiscal  1999.  Consolidated  sales  grew 3% to  $25,385.8  million  and
operating  profit  rose  2% to  $1,288.3  million.  Exclusive  of  restructuring
charges,  operating profit rose 12% to $1,909.7  million.  Net income was $413.0
million,  compared to last  year's net income of $358.4  million.  Exclusive  of
restructuring  charges,  diluted  earnings per share increased 14% to $1.67 from
$1.46 for fiscal 1999, and net income was $798.3  million,  15% growth over last
year's net income of $696.3 million.                                            

     ConAgra's fiscal 2000 fourth quarter net loss was $19.5 million or $.04 per
diluted  share,  compared to a net loss of $141.3  million,  or $.30 per diluted
share,  during the comparable  period last year. Total sales grew 6% to $6,391.5
million and operating  profit was $115.8 million compared with an operating loss
of $1.5 million in the prior year. Exclusive of restructuring charges, operating
profit was $501.1  million,  an  increase  of 14% over last year.  Exclusive  of
restructuring charges, ConAgra's fiscal 2000 fourth quarter diluted earnings per
share  increased 12 % to $.46 per diluted share from $.41 per diluted share last
year, and net income rose 12% to $219.4 million.                                

     Fourth  quarter  sales for  ConAgra's  Packaged  Foods  segment  grew 7% to
$1,969.6 million and operating profit declined 37% to $133.4 million.  Exclusive
of restructuring  charges,  operating profit rose 18% to $293.6 million. For the
full fiscal year,  Packaged  Foods sales  increased  4% to $7,713.5  million and
operating  profit  declined 17% to $778.4  million.  Exclusive of  restructuring
charges,  operating profit gained 11% to $1,087.9  million,  primarily driven by
double-digit  sales  and  profit  growth  for  the  company's  core  foodservice
business.  Profit growth for frozen foods and shelf-stable grocery products also
favorably influenced full-year results.                                         

     Refrigerated  Foods fourth  quarter  sales grew 8% to $3,245.3  million and
operating  loss was $9.4  million  compared  with an  operating  loss of  $252.5
million for the comparable period of the prior year.  Exclusive of restructuring
charges,  operating income increased 14% to $120.9 million for the quarter.  For
the full fiscal year,  sales rose 8% to $12,522.2  million and operating  profit
improved to $322.7 million from $9.4 million in 1999. Exclusive of restructuring
charges,  operating profit gained 33% to $490.7 million.  ConAgra attributed the
year's  profit   growth  to  strong   demand  for  fresh  red  meat,   operating
improvements,  and a solid  performance from its prepared meat  operations.  The
company's poultry operations  generated operating profit for fiscal 2000, but at
a lower rate than that  produced in fiscal 1999 due to oversupply in the poultry
industry.                                                                       

     Fourth  quarter  sales for the  Agricultural  Products  segment  grew 1% to
$1,176.6  million while operating  profit declined from $40.4 million in 1999 to
an operating loss of $8.2 million in 2000.  Exclusive of restructuring  charges,
operating  profit  grew 4% to $86.6  million.  For the full fiscal  year,  sales
declined 8% to $5,150.1  million and  operating  profit  decreased 41% to $187.2
million.  Exclusive of restructuring  charges,  operating profit decreased 8% to
$331.1  million.  Fiscal year results were  positively  influenced  by growth in
sales and profits from ConAgra's United  Agri-Products,  North America's largest
distributor  of crop  inputs and  provider  of  agricultural  yield  enhancement
services,  and by an improved  performance  from the company's grain  processing
business.  Fiscal  year  results for the  ConAgra  Trade  Group were  negatively
impacted by the effect of lower grain volumes and prices.                       

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RISK FACTORS

     In addition to the other  information  included in this document,  the risk
factors  described  below should be considered by you in determining how to vote
at the special meeting.                                                         

You will receive  shares of ConAgra common stock based on an exchange ratio that
is determined by the market value of ConAgra common stock.                      

     The target  value you receive in the merger for each of your  International
Home Foods shares is $22, consisting of $11 in cash and a fraction of a share of
ConAgra common stock which is targeted to have a value of $11. An exchange ratio
will be used to determine  the  fraction of a share of ConAgra  common stock you
will receive for each of your shares of  International  Home Foods common stock.
The exchange  ratio will be  determined  by dividing $11 by the average  closing
price of  ConAgra  shares  for the ten  trading  days  ending on the fifth  full
trading day prior to the merger.                                                

The exchange ratio is limited so that you will receive:               

     o    no more than .61111 ConAgra shares for each of your International Home
          Foods  shares  even  if  the market price of the ConAgra shares at the
time of the merger is less than $18; and                    

     o    no less than .50000 ConAgra shares for each of your International Home
          Foods  shares  even  if  the market price of the ConAgra shares at the
time of the merger is more than $22.                        

     If the market price of the ConAgra shares at the time of the merger exceeds
$22 per share,  you will receive a fraction of ConAgra common stock with a value
greater than $11 and as a  consequence  you will receive a value of greater than
$22 for each of your International Home Foods shares. If the market price of the
ConAgra  shares at the time of the merger is less than $18,  you will  receive a
fraction  of  ConAgra  common  stock  with a  value  of less  than  $11 and as a
consequence  you  will  receive  a value  of  less  than  $22  for  each of your
International  Home  Foods  shares.  International  Home Foods does not have the
right to terminate the merger  agreement if the average closing price of ConAgra
common stock for the valuation period is less than $18.00.                      

     We cannot  predict the market  prices for the ConAgra  common  stock and we
encourage you to obtain current  market  quotations of the ConAgra common stock,
which is listed on the New York Stock Exchange under the symbol "CAG."          

There is no guarantee that the issuance of ConAgra common stock to International
Home Foods stockholders will be tax-free.                                       

     You will not know  whether,  for U.S.  federal  income  tax  purposes,  the
issuance of ConAgra common stock in the merger will be a taxable event to you at
the time you vote at the International Home Foods special meeting.              

     ConAgra and International Home Foods intend, if possible, for the merger to
qualify as a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended.  If the merger qualifies as a  reorganization,
then the holders of  International  Home Foods common stock will not recognize a
gain or loss for U.S.  federal  income tax  purposes  as a result of the merger,
except gain to the extent of cash received as part of the merger  consideration,
in lieu of fractional shares or because of the exercise of appraisal rights.    

     There can be no assurance that the conditions will occur that are necessary
for the merger to be a  reorganization  within the meaning of Section  368(a) of
the  Internal  Revenue  Code.  Further,  ConAgra  may also  elect to change  the
structure  of  the  merger  to  a  reverse   merger  based  on  its  good  faith
determination  that the merger will not be a Section 368(a)  reorganization.  If
the merger is not a Section 368(a) reorganization or if the merger is structured
as a  reverse  merger,  then  the  issuance  of  ConAgra  common  stock  to  the
International   Home  Foods  stockholders  will  be  a  taxable  event  for  the
International Home Foods stockholders.                                          

     The  completion  of  the  merger  as a  Section  368(a)  reorganization  is
conditioned  on,  among other  things,  the receipt of an opinion  from Vinson &
Elkins  L.L.P.,  counsel  for  International  Home  Foods,  that the merger will
qualify as a Section  368(a)  reorganization.  An opinion of counsel  represents
counsel's  best  legal  judgment  and is not  binding  on the  Internal  Revenue
Service,  and there can be no assurance  that  following the merger the Internal
Revenue Service will not challenge the  qualification of the merger as a Section
368(a) reorganization.                                                          

     See "The Merger - Material United States Federal Income Tax  Consequences -
United States Federal Income Tax Consequences of Reverse Merger Structure."     

The executive  officers and directors of  International  Home Foods will receive
certain benefits in the merger which other stockholders do not receive.         

     The  directors  and  executive  officers of  International  Home Foods have
interests in the merger that are different from yours.  Because of the following
benefits,  these  persons may be  influenced to vote in favor of or to recommend
the merger. These benefits include:                                             

     o    options  to  purchase International Home Foods common stock, including
          any  stock  option  held  by  any  executive  officer  or  director of
          International  Home  Foods,  will become fully exercisable and will be
          cashed  out  in  part  and  converted  in part into options to acquire
ConAgra common stock;                                       

     o    a  number  of  International Home Foods employees, including executive
          officers,  have  agreements with International Home Foods that provide
          for severance payments that may be triggered upon termination of their
employment after completion of the merger; and              

     o    directors  and  executive  officers  of  International Home Foods have
          customary rights to indemnification against specified liabilities, and
          ConAgra  has  agreed  to  maintain  directors' and officers' liability
          insurance  for  them  and has released them from liabilities under the
merger agreement.                                           

The  approval of the merger is very likely  because of a voting  agreement  with
stockholders  who will  receive  payments  and other  benefits  if the merger is
completed.                                                                      

     C. Dean Metropoulos and three investment limited partnerships controlled by
Hicks,  Muse,  Tate & Furst  Incorporated,  or Hicks Muse,  own an  aggregate of
approximately  43.1% of the outstanding  International  Home Foods common stock.
The approval of the merger is very likely because Hicks Muse and Mr. Metropoulos
have  agreed  to  vote  for  the  approval  of the  merger,  which  requires  an
affirmative  vote by holders of a majority of the shares of  International  Home
Foods common stock.                                                             

     C. Dean Metropoulos will have the right to receive a $6.1 million severance
payment upon completion of the merger. If the merger is completed,  Hicks Muse &
Co.  Partners,  L.P.,  an  affiliate  of Hicks Muse,  will  receive a fee of $10
million pursuant to its financial  advisory  agreement with  International  Home
Foods.                                                                          

     International  Home Foods will  transfer a lease of office  facilities  and
related  improvements and personal property to an entity, in which Hicks Muse or
C. Dean Metropoulos may have an interest,  in return for the entity's assumption
of all obligations under the lease. Mr.  Metropoulos will have use of the leased
facilities.  The transferred  assets have a net book value of  approximately  $1
million.                                                                        

     See "The Merger - Interests of Persons That Differ From Your  Interests" on
page __.                                                                        

The expected benefits from the merger may not be realized.                      

     ConAgra  entered into the merger  agreement with the  expectation  that the
merger will result in certain  benefits,  including,  without  limitation,  cost
savings,  operating  efficiencies,  revenue  enhancements  and other  synergies.
Achieving the benefits of the merger will depend in part upon the integration of
International Home Foods in an effective manner. ConAgra expects the merger will
be accretive  to earnings  for fiscal year 2001,  although the merger would have
had a dilutive  effect on ConAgra's  earnings per share on a pro forma  combined
basis for recent prior periods.  No assurances can be given that the merger will
in fact be accretive to earnings in the future or that the benefits  expected by
ConAgra  in the merger  will be  realized.  See  "Unaudited  Pro Forma  Combined
Condensed Financial Statements" beginning on page ____.                         

If the merger does not occur,  the companies  will not benefit from the expenses
they have incurred in the pursuit of the merger.                                

     The merger may not be completed.  If the merger is not  completed,  ConAgra
and International Home Foods will have incurred  substantial  expenses for which
no ultimate  benefit will have been received by either ConAgra or  International
Home Foods. Additionally,  if the merger agreement is terminated under specified
circumstances,  International  Home  Foods  will be  required  to pay  ConAgra a
$50,000,000  termination  fee. See "The Merger  Agreement - Termination Fees and
Expenses."                                                                      

FORWARD-LOOKING STATEMENTS

     This document contains forward-looking statements,  including statements in
the documents incorporated by reference in this document. The statements reflect
ConAgra management's and International Home Foods management's current views and
estimates  of  future  economic  circumstances,   industry  conditions,  company
performance and financial results.  The statements are based on many assumptions
and factors including availability and prices of raw materials, product pricing,
competitive  environment and related market conditions,  operating efficiencies,
access to capital and actions of governments.  Any changes in these  assumptions
or factors could produce significantly different results.                       

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 THE SPECIAL MEETING

Date, Time and Place                                                            

     This document is being furnished to the holders of International Home Foods
common stock in connection with the solicitation of proxies by the International
Home Foods  board for use at the  special  meeting of  International  Home Foods
stockholders      to     be      held      on      _________,      2000,      at
_________________________________, commencing at ______ _.m.. local time.       

Matters to be Considered at the Special Meeting                                 

     At the special meeting, International Home Foods stockholders will be asked
to consider  and vote upon the adoption of the merger  agreement  and such other
matters  as  may  be  properly  brought  before  the  special  meeting,  or  any
adjournment or postponement thereof.                                            

International Home Foods Board Recommendation                                   

     The  International  Home Foods board members  present at a special  meeting
declared that the merger agreement is advisable, unanimously approved the merger
and the  merger  agreement  and  recommend  that the  International  Home  Foods
stockholders vote for the adoption of the merger agreement.                     

Vote Required                                                                   

     The adoption of the merger  agreement will require the affirmative  vote of
the holders of a majority of the shares of International Home Foods common stock
issued  and  outstanding  as  of  the  record  date.  International  Home  Foods
directors, executive officers and their affiliates held a total of approximately
___% of the shares of International  Home Foods common stock  outstanding on the
record date. A broker nonvote,  a failure to vote or an abstention will have the
effect  of a  vote  against  the  adoption  of the  merger  agreement.  C.  Dean
Metropoulos and three investment limited partnerships  controlled by Hicks Muse,
holding in  aggregate  approximately  43.1% of the  outstanding  voting power of
International Home Foods common stock,  entered into a voting agreement and have
agreed  to vote all of their  International  Home  Foods  shares in favor of the
adoption of the merger agreement. See "Voting Agreements."                      

Record Date, Stock Entitled to Vote and Quorum                                  

     The  International  Home  Foods  board has fixed the close of  business  on
___________,  2000 as the record date for the determination of the International
Home  Foods  stockholders  entitled  to  notice  of and to vote  at the  special
meeting. Accordingly, only International Home Foods stockholders of record as of
the record date will be  entitled to notice of and to vote at the  International
Home Foods special meeting.                                                     

     As of the  record  date,  there  were  outstanding  and  entitled  to  vote
___________ shares of International Home Foods common stock, constituting all of
the  voting  stock of  International  Home  Foods,  which  shares  were  held by
approximately  ___  holders  of  record.  Each  holder  of  record  of shares of
International  Home Foods common stock as of the record date is entitled to cast
one vote per share,  which may be cast either in person or by properly  executed
proxy, at the special meeting.                                                  

     The presence, in person, or by properly executed proxy, of the holders of a
majority of the  outstanding  shares of  International  Home Foods  common stock
entitled to vote at the special  meeting is necessary to  constitute a quorum at
the special meeting. Shares of International Home Foods common stock represented
in person or by proxy will be counted for the purpose of  determining  whether a
quorum is present at the special  meeting.  Broker  nonvotes and shares that are
present and entitled to vote which abstain from voting as to a particular matter
will be treated as shares that are  present and  entitled to vote at the special
meeting for purposes of determining whether a quorum exists.                    

Voting of Proxies                                                               

     Although you may not be able to attend the special  meeting in person,  you
have the opportunity to vote by using the proxy  solicited by the  International
Home Foods board which is enclosed with this  document.  Your vote is important.
Please complete,  sign and return your proxy form. The individuals designated as
proxies will vote your shares  according to your  instructions.  If you sign and
return your proxy and do not specify your choice,  your shares will be voted for
adoption of the merger agreement.  If you prefer, you may also vote by ballot at
the special meeting, which will cancel any proxy you previously gave.           

     Shares of International  Home Foods common stock represented at the special
meeting  by a properly  executed,  dated and  returned  proxy will be treated as
present at the special  meeting for purposes of  determining  a quorum,  without
regard to whether the proxy is marked as casting a vote or abstaining.          

     If you return a signed proxy  indicating that you abstain from voting or if
you  attend  the  special  meeting  but  choose to  abstain  from  voting on the
proposal,  you  will be  considered  present  at the  meeting  for  purposes  of
determining  if a quorum is present  and not voting in favor of the  adoption of
the merger  agreement.  Because  adoption of the merger  agreement  requires the
affirmative vote of a majority of the outstanding  voting power of International
Home Foods common stock, your abstention will have the same effect as if you had
voted against the proposal. In addition, if a broker or other nominee holds your
shares, but is not empowered to vote your shares in favor of or against adoption
of the merger  agreement,  it will have the same effect as if you voted  against
the adoption of the merger agreement.                                           

     If you return a signed proxy,  you will also be providing  the  individuals
set  forth in the  enclosed  proxy  card  with the power to vote for one or more
adjournments  of the special  meeting,  including  for the purpose of permitting
further  solicitations of proxies in favor of adoption of the merger  agreement,
although  no proxy that is voted  against the  adoption of the merger  agreement
will be voted in favor of any such adjournment.                                 

Revocability of Proxies                                                         

     After you have signed and returned the enclosed  proxy card, you may revoke
it at any time until it is voted at the  special  meeting.  You can revoke  your
proxy by:                                                                       

     o    submitting  to  the  Secretary  of  International Home Foods a written
notice of revocation bearing a later date;                  

o    submitting a signed proxy bearing a later date; or               

     o    voting  by  ballot  at  the  International Home Foods special meeting,
          although attendance at the special meeting will not, in and of itself,
constitute a revocation of a proxy.                         

     Any written  notice of  revocation  or  subsequently  dated proxy should be
mailed or delivered to M. Kelley  Maggs,  Secretary,  International  Home Foods,
Inc., 1633 Littleton Road,  Parsippany,  New Jersey 07054 , so as to be received
by the Secretary prior to the date of the special meeting.                      

Solicitation of Proxies                                                         

     International  Home Foods will bear the cost of the solicitation of proxies
from its  stockholders  and ConAgra  will bear the costs of  preparing,  filing,
printing  and  distributing  this proxy  statement/prospectus.  In  addition  to
solicitation  by mail,  the directors,  officers and employees of  International
Home Foods may solicit proxies from stockholders of International  Home Foods by
telephone  or telegram or by other means of  communication.  International  Home
Foods  directors,  officers and  employees  will not be  compensated  but may be
reimbursed  for  reasonable  out-of-pocket  expenses  in  connection  with  such
solicitation.  Arrangements  will also be made with  brokerage  houses and other
custodians, nominees and fiduciaries for the forwarding of solicitation material
to  the  beneficial  owners  of  International  Home  Foods  common  stock,  and
International   Home  Foods  will  reimburse  such   custodians,   nominees  and
fiduciaries  for  their   reasonable   out-of-pocket   expenses.   In  addition,
International Home Foods has engaged Corporate Investor Communications,  Inc. to
assist in the solicitation of proxies. International Home Foods anticipates that
it will incur  total fees of  approximately  $________,  plus  reimbursement  of
out-of-pocket expenses for this service.                                        

     You should not send  International  Home Foods stock certificates with your
proxy  cards.  If the  merger is  completed,  the  exchange  agent will send you
transmittal forms and instructions for exchanging your stock certificates.      

2001 Annual Meeting of Stockholders of International Home Foods                 

     International  Home Foods will hold the 2001 annual meeting of stockholders
only if the  merger  is not  consummated.  In the event of such a  meeting,  any
stockholder  proposals  intended to be presented at the meeting must be received
at International  Home Foods' principal  executive offices on or before November
30, 2000 in order to be included in  International  Home Foods' proxy  materials
relating to that meeting.                                                       

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 THE COMPANIES

ConAgra                                                                         

     ConAgra is one of the world's  largest food  companies.  As North America's
largest food  service  manufacturer  and  second-largest  retail food  supplier,
ConAgra competes in multiple segments of the food business and focuses on adding
value for customers in the retail food,  foodservice,  and agricultural products
channels. ConAgra reports its financial results in three main segments: Packaged
Foods, Refrigerated Foods, and Agricultural Products.                           

     In the Packaged Foods segment,  ConAgra produces shelf-stable foods, frozen
foods and dairy case products for retail and foodservice  markets.  Shelf-stable
products include tomato products,  cooking oils, popcorn,  soup, puddings,  meat
snacks,  canned beans,  cocoa mixes,  peanut butter and ethnic products.  Frozen
foods include dinners,  entrees, potato products, snacks and seafood. Dairy case
products include  tablespreads,  cheeses, egg alternatives and dessert toppings.
Packaged  Foods  brands  include Act II,  Banquet,  Blue  Bonnet,  County  Line,
Fleischmann's,  Healthy Choice,  Hunt's,  La Choy,  Marie  Callender's,  Orville
Redenbacher's,  Parkay, Peter Pan, Reddi-wip,  Slim Jim, Snack Pack, Swiss Miss,
Van Camp's and Wesson.                                                          

     In the  Refrigerated  Foods segment,  ConAgra  produces and markets branded
processed  meats and deli  meats,  fresh meat and poultry  products  for retail,
foodservice  and export  markets.  ConAgra's  processed  and deli meat  products
include hot dogs,  bacon, ham,  sausages,  cold cuts, turkey products and kosher
products.  ConAgra's fresh meat products include beef, pork and lamb.  ConAgra's
poultry  businesses  include  chicken and turkey  products.  Refrigerated  Foods
brands  include  Armour,  Butterball,  Cook's Country  Pride,  Decker,  Eckrich,
Healthy Choice,  Hebrew National and Swift Premium.  ConAgra owns Australia Meat
Holdings Pty Ltd., a major Australian beef processor and exporter.              

     In the Agricultural Products segment,  ConAgra's major crop inputs business
distributes  crop protection  chemicals,  fertilizers and seeds at wholesale and
retail  levels.  In  the  ingredients  sector,   ConAgra  primarily   processes,
distributes  and  trades  ingredients  for food  products  and meat and  poultry
production.  ConAgra's ingredient  processing  businesses include flour, oat and
dry corn milling,  barley malting,  and specialty food ingredient  manufacturing
and marketing.  ConAgra internationally trades grain, dry edible beans and peas,
fertilizer and other commodities.  ConAgra has Agricultural  Products operations
in Canada, Australia, Europe, Asia and Latin America, as well as in the U.S.    

     Acquisitions have contributed substantially to ConAgra's sales and earnings
growth,  both  in the  years  of  acquisition  and in  subsequent  years.  Major
acquisitions  have included United Agri Products,  Banquet Foods,  Country Pride
Foods, Peavey Company,  Monfort of Colorado,  Morton, Chun King and Patio frozen
foods businesses, SIPCO (formerly Swift Independent Packing Company), the assets
of Armour Food Company,  Pillsbury's grain  merchandising  business,  eight U.S.
flour mills acquired from International Multifoods, Beatrice Company, the assets
of Elders' beef,  malt and wool business in Australia,  Golden Valley  Microwave
Foods,  Universal Frozen Foods, MC Retail Foods, Van Camp's canned bean and Wolf
Brand chili businesses,  Canada Malting Company,  Gilroy Foods,  GoodMark Foods,
Nabisco's  margarine  and egg  alternative  businesses,  and  Seaboard  Poultry.
ConAgra  anticipates  that  it will  continue  to grow  internally  and  through
acquisitions.                                                                   

     ConAgra is a Delaware  corporation  with executive  offices  located at One
ConAgra Drive, Omaha, Nebraska 68102-5001, telephone (402) 595-4000.            

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International Home Foods                                                        

     International Home Foods  manufactures and markets a diversified  portfolio
of shelf-stable food products including  entrees,  side dishes,  snacks,  canned
fish, canned meats and refrigerated  surimi.  International Home Foods sells its
products primarily in the United States, Canada and Mexico.                     

     International Home Foods has three reportable  business  segments:  Branded
Products,  Seafood and Private Label and Foodservice.  Branded Products includes
U.S.  grocery sales for the following  brands:  Chef  Boyardee,  Libby's  canned
meats, Southwest brands (Luck's, Ro*Tel,  Dennison's and Ranch Style), Specialty
brands (PAM, Gulden's,  Maypo,  Wheatena,  Maltex and G. Washington's) and Snack
brands (Crunch `n Munch, Jiffy pop and Campfire). Seafood includes all sales for
the Bumble Bee, Orleans,  Libby's,  Clover Leaf, Paramount and Louis Kemp brands
of seafood  products as well as private  label and  foodservice  seafood  sales.
Private Label and Foodservice  includes all private label canned pasta,  cooking
spray, fruit snacks,  ready-to-eat cereals,  wholesome snack bars, pie crust and
personal care products and the sales to foodservice distributors.               

     Chef Boyardee(R),  Bumble Bee(R), Louis Kemp(R), PAM(R), Franklin Crunch `n
Munch(R), Spreadables(R),  Gulden's(R),  Campfire(R), Ranch Style(R), Luck's(R),
Dennison's(R),  Ro*Tel(R),  Jiffy pop(R),  Puritan(R),  Fraser  Farms(R),  Grist
Mill(R), Orleans(R), Clover Leaf(R),  Paramount(R),  Seafest(R), Captain Jac(R),
Pacific Mate(R), Harris(R), Broadcast(R),  Wheatena(R), Maypo(R), Maltex(R), and
G.  Washington's(R)  are  registered  trademarks.  Libby's(R)  is  a  registered
trademark licensed to International Home Foods through 2013.                    

     International  Home  Foods  is  a  Delaware  corporation  located  at  1633
Littleton Road, Parsippany, New Jersey 07054, telephone (973) 359-9920.         

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THE MERGER

General                                                                         

     This section of the document  describes the material  terms of the proposed
merger.  You should  carefully read this entire document and the other documents
to which we refer for a more complete understanding of the merger. A copy of the
merger  agreement is attached as Annex A and  incorporated  by reference in this
document.                                                                       

Form of the Merger                                                              

     ConAgra will acquire International Home Foods in either a forward merger or
a reverse merger:                                                               

     o    in a forward merger structure, International Home Foods will be merged
          into  a  ConAgra subsidiary and International Home Foods will cease to
          exist  as a corporation and the ConAgra subsidiary will acquire all of
          the  rights,  privileges  and obligations of International Home Foods;
and                                                         

     o    in  a  reverse merger structure, the ConAgra subsidiary will be merged
          into  International  Home  Foods,  and  International  Home Foods will
          continue  to  exist  as  a  corporation  but  will  be  a wholly-owned
subsidiary of ConAgra.                                      

     See "The Merger - Material  United States Federal Income Tax  Consequences"
below for a summary of possible tax  consequences  to you in the event a forward
merger structure or reverse merger structure is used in the merger.             

Merger Consideration                                                            

     International  Home Foods common stock will be converted  into the right to
receive $11 in cash and a fraction of a share of ConAgra common stock determined
by the exchange ratio.                                                          

     The  exchange  ratio will be  determined  by  dividing  $11 by the  average
closing  price of ConAgra  common  stock for the ten trading  days ending on the
fifth full  trading day prior to the merger.  If the  average  trading  price is
greater  than $22,  then $22 will be used as the  average  trading  price in the
exchange ratio calculation.  If the average trading price is less than $18, then
$18 will be used as the average trading price in the exchange ratio calculation.
As a consequence,  you will receive $11 in cash and between .50000 and .61111 of
a share of ConAgra  common  stock for every  share of  International  Home Foods
common stock that you own.                                                      

     The  ConAgra  common  stock you will  receive  will be  delivered  in whole
shares.  You will receive cash in lieu of a fractional  share of ConAgra  common
stock that you would otherwise receive based on the closing price of the ConAgra
common stock on the day of the merger.                                          

Effective Time of the Merger                                                    

     The merger will be effective  when the  certificate of merger is filed with
the Delaware  Secretary of State.  The filing of the  certificate of merger will
occur at the same time as, or immediately after, the closing.                   

Background of the Merger                                                        

     Beginning in late 1998, the board of directors of International  Home Foods
directed senior management and representatives of its financial advisor,  Hicks,
Muse & Co.  Partners,  L.P.  to explore and  analyze  International  Home Foods'
strategic  alternatives  in order to  maximize  stockholder  value.  Among other
considerations,  International  Home Foods' board  directed  International  Home
Foods'  management  and Hicks,  Muse & Co.  Partners  to explore and analyze (1)
possible acquisitions by International Home Foods of complementary  companies in
the foods industry and (2) a possible sale of all or part of International  Home
Foods.  After discussions with  International  Home Foods' senior management and
financial advisor,  the board determined that, in order to increase  stockholder
value,  International  Home Foods needed to significantly  increase the scale of
its operations,  either by means of one or more large strategic  acquisitions or
by  being  acquired  by a  significantly  larger  strategic  buyer.  In order to
accomplish this strategy, the board directed senior management and Hicks, Muse &
Co.  Partners to actively seek out large  acquisition  targets and to informally
determine the level of interest of potential large strategic buyers in acquiring
International  Home Foods.  Hicks,  Muse & Co.  Partners  commenced  identifying
potential  acquisition targets and strategic buyers. In addition,  Hicks, Muse &
Co.  Partners  communicated  to  several  large  investment  banking  firms that
International Home Foods would be receptive to inquiries by potential  acquirors
and  introductions to potential  target  candidates.  International  Home Foods,
however, did not formally engage any of those investment banking firms.         

     From early 1999 through June 22, 2000,  International  Home Foods,  through
its senior management and financial  advisor,  conducted  discussions with eight
strategic  companies  regarding either the sale of  International  Home Foods to
those  companies or the  acquisition of those  companies by  International  Home
Foods.  Of  those  alternatives,   discussions  with  four  of  those  companies
progressed to more detailed discussions or negotiations.                        

     In December 1998, ConAgra's financial advisor contacted a representative of
International Home Foods and inquired whether  International Home Foods would be
receptive to an  acquisition  inquiry by ConAgra.  The two companies  executed a
confidentiality  agreement  on  December  2, 1998 and  International  Home Foods
subsequently  provided  non-public  information  to ConAgra for its  review.  On
February  3, 1999,  Messrs.  C. Dean  Metropoulos,  Charles W. Tate,  Michael J.
Levitt,  Andrew S. Rosen and Louis Pellicano,  acting on behalf of International
Home Foods,  met with Messrs.  Bruce Rohde and Dwight  Goslee of ConAgra and the
parties discussed the possibility of ConAgra acquiring International Home Foods.

     On or about February 17, 1999, Mr. Levitt had a telephone conversation with
ConAgra's financial advisor,  during which ConAgra's financial advisor presented
to Mr. Levitt an oral indication of ConAgra's  preliminary interest in acquiring
International  Home  Foods at a price of $19 to $20 per  share of  International
Home Foods common stock, payable in ConAgra common stock. The International Home
Foods board was subsequently informed of ConAgra's indication of interest. After
discussions  with  International  Home Foods'  senior  management  and financial
advisor,  the board of directors of  International  Home Foods  determined  that
ConAgra's  valuation of  International  Home Foods did not include any value for
marketing  initiatives that International Home Foods had recently put into place
and  did not  place a  sufficient  value  on  recent  International  Home  Foods
acquisitions that had not yet been fully integrated.  In addition,  the board of
directors of International  Home Foods determined that the indicated price range
did not  represent a sufficient  premium for  International  Home Foods'  common
stock. After representatives of International Home Foods informed ConAgra of the
board's  determination,  the parties agreed that it was not feasible to continue
any further discussion at that time.                                            

     In early 1999, International Home Foods initiated informal discussions with
a company  regarding the potential  acquisition of that company by International
Home Foods. The two companies,  however, could not reach agreement regarding the
respective values of the companies and the discussions were terminated.         

     In the  Spring of 1999,  Mr.  Pellicano,  on behalf of  International  Home
Foods, initiated informal discussions with another strategic buyer regarding the
possible  acquisition  of  International  Home  Foods by that  company.  The two
companies continued informal discussions for approximately six months at various
intervals.  In the Fall of 1999, the company indicated an informal valuation for
International  Home Foods based upon a five times multiple of International Home
Foods'  EBITDA.  International  Home Foods did not believe that the proposal was
sufficient and determined not to pursue further discussions.                    

     In April  1999,  Mr.  Pellicano,  on behalf of  International  Home  Foods,
contacted  senior  management of another  potential  strategic buyer to initiate
informal  discussions  regarding the acquisition of International  Home Foods by
that company.  The strategic buyer expressed an interest in  International  Home
Foods and requested public information regarding International Home Foods, which
International  Home Foods provided.  An informal dialogue  continued between the
two companies at various intervals during the next 12 months.                   

     In late 1999, International Home Foods contacted representatives of another
company  regarding the  potential  acquisition  of that company.  On January 11,
2000,  the  parties  entered  into a  confidentiality  agreement  and  exchanged
non-public information . During January and February of 2000, representatives of
International  Home Foods and that company conducted  discussions  regarding the
respective  values  of the  companies  and the  general  terms  of the  proposed
acquisition.   Subsequently,   the  target  company  ceased   negotiations  with
International  Home Foods when it  suffered  significant  declines in the market
price of its common stock.                                                      

     In early  2000 Mr.  Pellicano,  on  behalf  of  International  Home  Foods,
contacted  senior  management at another company  regarding  International  Home
Foods'  interest in acquiring a large division of that company.  The two parties
conducted informal dialogues,  but the other party ultimately determined that it
was not feasible to pursue a transaction with  International  Home Foods at that
time. Subsequently, negotiations between the two companies ceased.              

     On March 28, 2000, Mr. Pellicano spoke with the chief financial  officer of
the  strategic  buyer first  contacted  in April 1999,  who  indicated  that the
company was very interested in exploring the acquisition of  International  Home
Foods.  On April 10, 2000,  the parties signed a  confidentiality  agreement and
International  Home  Foods  subsequently   provided  the  strategic  buyer  with
non-public  information,  including its projections for the remainder of 2000, a
breakdown  of sales by each of its major  brand-name  products  and  anticipated
synergies of the combined company.                                              

     On April 11, 2000, Messrs. Metropoulos and Pellicano met with the strategic
buyer's chief executive  officer and chief financial  officer.  At that meeting,
the  strategic  buyer's  chief  executive  officer  said  that the  company  was
interested in acquiring  International  Home Foods,  but did not want to acquire
the Seafood  division.  He also said that his company  needed to review  further
information  regarding  International Home Foods. Mr.  Metropoulos  responded by
requesting an indication  of the value that the strategic  buyer would  consider
paying for International Home Foods based upon the public information previously
provided.  On April 14, 2000, the company proposed a cash offer of $17 per share
for the International Home Foods common stock without the Seafood division.     

     Subsequently,   Mr.   Metropoulos   discussed   this   proposal   with  the
International Home Foods' board of directors. After discussing the proposal with
International Home Foods' financial advisor,  the board of directors  determined
that the discussions  should continue and that Mr. Metropoulos should inform the
potential buyer that its offer was inadequate and that it needed to increase its
offer  to at  least  $20  per  share.  The  board  of  directors  also  directed
International Home Foods' financial advisor and senior management to explore the
feasibility and resulting value to the  stockholders of spinning off the Seafood
division as a new stand-alone public company. On April 19, 2000, Mr. Metropoulos
communicated  the  board's  position  to  the  chief  executive  officer  of the
strategic buyer. On April 29, 2000, the chief executive officer of the strategic
buyer  contacted Mr.  Metropoulos  and proposed a cash offer of $20 per share of
International Home Foods common stock, conditioned on satisfactory resolution of
further due diligence inquiries.                                                

     Subsequently,   Mr.   Metropoulos   informed  the  board  of  directors  of
International  Home Foods of the increased proposal and the need of the buyer to
conduct  further due  diligence.  The board directed  International  Home Foods'
senior management to inform the buyer that it had an additional 10-day period in
which to conduct  additional due diligence.  In addition,  the board  instructed
International   Home  Foods'  senior   management  to  discuss  the  offer  with
International Home Foods' outside legal counsel and instruct counsel to evaluate
the  feasibility,  from a legal  standpoint,  of the  proposed  spin  off of the
Seafood division and to evaluate any antitrust issues presented by the potential
acquisition. During that 10-day period, International Home Foods, acting through
senior management and its financial  advisor,  provided the strategic buyer with
additional  information  and made a presentation  to management of the strategic
buyer on May 9, 2000. Also, during this period, International Home Foods' senior
management  and financial  advisor  continued to analyze the  feasibility of the
proposed  spin  off of the  Seafood  division  and the  value of the spin off to
International  Home  Foods'  stockholders.  In  addition,  during  this  period,
International Home Foods and the potential buyer, through their respective legal
counsel, exchanged information concerning potential antitrust issues.           

     On May 26, 2000, the strategic  buyer's chief  executive  officer and chief
financial  officer  called Mr.  Metropoulos  and said that,  according  to their
analysis,  the proposed transaction would be dilutive to the strategic buyer and
decreased  the  proposal  to a cash  price of  between  $16 to $17 per  share of
International Home Foods without the Seafood division.  Mr. Metropoulos informed
the   International   Home  Foods  board  of  the  buyer's   reduced   proposal.
Subsequently,  the  board,  after  discussing  with  International  Home  Foods'
financial  advisor  the  reduced  price  and the  feasibility  and  value of the
proposed  spin off of the  Seafood  division,  and  after  discussing  potential
antitrust issues with International Home Foods' legal counsel,  concluded not to
pursue further negotiations with that buyer.                                    

     On May 16, 2000,  while  International  Home Foods was negotiating with the
strategic  buyer  described  in  the  immediately  preceding   paragraphs,   Mr.
Pellicano,  on behalf of International  Home Foods,  contacted another strategic
buyer. On May 20, 2000, the two companies signed a confidentiality agreement and
International  Home Foods provided this strategic buyer with non-public  company
information, including its projections for the remainder of 2000, a breakdown of
sales by each of its major brand-name products and anticipated  synergies of the
combined  company.  On May 23,  2000,  a telephone  conference  was held between
Messrs. Metropoulos, Pellicano and Lawrence Hathaway, on behalf of International
Home Foods, and the chief executive  officer and the chief financial  officer of
the strategic buyer. During that call, the parties discussed in detail different
aspects  of the  proposed  combination.  On May 24,  2000,  the chief  financial
officer of the strategic buyer called Mr. Pellicano to inform him that the buyer
had calculated a total  enterprise  value for  International  Home Foods of only
$2.0 billion or $11 per share. As senior management of International  Home Foods
considered this valuation to be seriously  deficient,  negotiations  between the
two companies ceased at that point.                                             

     On May 17, 2000,  Mr.  Pellicano,  on behalf of  International  Home Foods,
contacted an investment banker who represented another strategic buyer regarding
a possible  combination of the two companies.  After several days, however,  the
investment banker informed Mr. Pellicano that, although the buyer was interested
in acquiring  International  Home Foods, it was unable to pursue the opportunity
at that time.                                                                   

     On May 17, 2000,  Mr.  Pellicano,  on behalf of  International  Home Foods,
contacted senior  management at ConAgra regarding a possible interest of ConAgra
in acquiring  International  Home Foods. On May 23, 2000,  senior  management of
ConAgra  said that they were  interested  and would give a response  through its
financial advisor.  Subsequently,  ConAgra's senior management and its financial
advisor  met with Mr.  Michael  Levitt and  communicated  ConAgra's  interest in
acquiring International Home Foods at $20 per share of International Home Foods'
common stock for consideration  consisting of one-half cash and one-half ConAgra
common stock, if satisfactory transaction terms could be negotiated.            

     On June 1,  2000,  the  International  Home Foods  board held a  telephonic
meeting and, after discussions with International Home Foods' financial advisor,
they determined that the offer of $20 per share was insufficient.  International
Home Foods'  board  instructed  Mr.  Levitt to inform  ConAgra that it needed to
increase its proposal to an all cash offer of $22 per share.                    

     On June 5, 2000,  ConAgra's  financial  advisor  contacted  Mr.  Levitt and
proposed a purchase  price of $22 per share,  consisting  of  one-half  cash and
one-half  ConAgra  common  stock.  ConAgra's  proposal  was  conditioned  upon a
termination  fee of  $50,000,000  and the  execution  of  voting  agreements  by
investment  partnerships  controlled by Hicks, Muse, Tate & Furst  Incorporated,
which own approximately  42.5% of the outstanding  common stock of International
Home Foods, and Mr. Metropoulos,  who owns approximately 0.6% of the outstanding
common stock,  obligating  those  stockholders  to vote in favor of the proposed
merger.  Mr.  Levitt  informed  International  Home  Foods'  board of  ConAgra's
proposal.                                                                       

     On June 8, 2000, the board of directors of International  Home Foods held a
telephonic  special meeting during which the board was presented with management
analysis of the proposed  ConAgra  transaction  along with detailed  information
concerning the background of International Home Foods' discussions with ConAgra,
the  proposed  terms of the merger  and the  potential  effects of the  proposed
merger on International  Home Foods. At this meeting,  International Home Foods'
legal counsel  discussed with the board their fiduciary duties. At this meeting,
the board  agreed  that  International  Home  Foods,  acting  through its senior
management and financial advisor,  should continue negotiations with ConAgra and
should attempt to reach an  understanding  with respect to the methodology to be
used in  determining  the  amount of ConAgra  common  stock to be  received.  In
addition,  the board approved the engagement of Chase Securities Inc. to analyze
the ConAgra  proposal from a fairness  standpoint and, if requested,  provide an
opinion  concerning  whether the  consideration  to be received in the merger by
International Home Foods' stockholders is fair from a financial point of view.  

     On June 9, 2000,  the two  companies  executed an  amendment  to their 1998
confidentiality agreement. From June 9 through June 15, 2000, representatives of
International Home Foods and ConAgra held a series of discussions concerning the
methodology  to be used in  determining  the amount of ConAgra common stock that
would comprise the merger  consideration.  On June 16, 2000, Mr. Levitt informed
the  International  Home  Foods'  board of a proposal  that would  establish  an
exchange ratio that would provide for limited  adjustment based upon the average
closing  price of ConAgra  common  stock for the ten trading  days ending on the
fifth trading day prior to the closing of the merger. The adjustment  provisions
would be based  upon the  closing  price for  ConAgra  common  stock on the last
trading  date  prior to the  entering  into any merger  agreement  and would not
provide  any  termination  rights  based  on stock  price  in  favor  of  either
International Home Foods or ConAgra.                                            

     From June 9 through June 21, 2000,  the parties  continued to conduct their
respective due diligence reviews in person, telephonically and by facsimile.    

     On the evening of June 9, 2000, legal counsel for International  Home Foods
received from  ConAgra's  legal  counsel an initial  draft of a proposed  merger
agreement.  From June 9 through June 12, 2000,  International Home Foods and its
legal  counsel  analyzed the  proposed  terms and  conditions  of the merger and
developed  International  Home Foods'  response to  ConAgra's  proposal.  On the
evening of June 12, 2000, International Home Foods' counsel delivered to ConAgra
and its counsel a detailed  mark-up of the proposed merger agreement and related
documents reflecting International Home Foods' comments.                        

     From June 13, 2000 through June 22, 2000, the respective  working groups of
International  Home  Foods and  ConAgra  continued  negotiations  of the  merger
agreement and related documents.                                                

     On June 13, 2000, the board of directors of International Home Foods held a
telephonic  special  meeting  during  which the board  discussed  due  diligence
efforts by both  parties.  In  addition,  the board  discussed  the terms of the
proposed transaction in detail with its management,  financial advisor and legal
counsel.                                                                        

     On June 16, 2000, the board of directors of International Home Foods held a
special  meeting  during  which it  discussed  in  detail  with its  management,
financial  advisor and legal counsel the terms of the proposed merger  agreement
and related documentation.  Subsequently, representatives from Chase presented a
financial  overview of the proposed  transaction.  The presentation  included an
overview  of each of  International  Home  Foods and  ConAgra,  together  with a
valuation  of  the  equity  of  International   Home  Foods,   applying  various
methodologies.  Chase also  presented  its  financial  analysis of the  proposed
merger consideration to the board.                                              

     On June 20, 2000, the board of directors of International Home Foods held a
telephonic  special  meeting  during which the board  discussed the terms of the
proposed merger agreement and related  documentation and the board's position on
outstanding issues.                                                             

     On June 22,  2000,  beginning  at 2:00  p.m.  Eastern  Time,  the  board of
directors  of ConAgra  held a special  meeting to discuss the  proposed  merger.
Following the discussions,  the members of the ConAgra board present unanimously
approved  adoption of the merger agreement and related  documents and authorized
its management to complete  negotiations of the merger  transaction on the basis
approved by the board.                                                          

     On June 22, 2000, at 5:00 p.m.  Eastern Daylight Savings time, the board of
directors of International  Home Foods held a special  telephonic meeting during
which  International Home Foods management,  financial advisor and legal counsel
reviewed  with the board the terms of the  merger  agreement  and the  status of
negotiations with ConAgra,  including the status of outstanding  issues. At this
meeting, Chase updated its financial analysis of the merger consideration.      

     After  the  International  Home  Foods  board  meeting,  ConAgra  contacted
representatives  of  International  Home  Foods  to  convey  ConAgra's  proposed
resolution to the outstanding issues. This proposal included using, for purposes
of the exchange ratio adjustment,  a per share price of $20 for ConAgra's common
stock rather than the June 22 closing price of $19.88.                          

     On June  22,  2000,  at 11:00  p.m.  Eastern  Daylight  Savings  time,  the
International  Home Foods board held a special  telephonic  meeting during which
management and legal counsel updated the board regarding  ConAgra's proposal for
resolving the  outstanding  issues.  Chase  delivered its written opinion to the
board,  to the effect  that,  as of the date of the  opinion  and based upon and
subject to the matters stated in its opinion,  the proposed merger consideration
was fair, from a financial point of view, to the holders of  International  Home
Foods  common  stock.  See  "Opinion  of  International  Home  Foods'  Financial
Advisor." After further  deliberation  and discussion,  the members of the board
present for the special meeting  unanimously  approved the merger  agreement and
related transactions and instructed  International Home Foods' senior management
and legal  counsel to finalize  and execute  the merger  agreement  on behalf of
International  Home Foods.  Additionally,  the members of the International Home
Foods board present for the special meeting  unanimously voted to recommend that
the  International  Home  Foods  stockholders  adopt the merger  agreement  with
ConAgra.                                                                        

     Subsequent to the International Home Foods board meeting, legal counsel for
International  Home Foods and ConAgra finalized the merger agreement and related
documents,  and early on the morning of June 23, 2000,  International Home Foods
and ConAgra executed the merger  agreement.  The transaction was announced prior
to the commencement of trading on June 23, 2000.                                

ConAgra's Reasons for the Merger                                                

     The board of directors of ConAgra  believes the merger fits with  ConAgra's
strategy of seeking  growth  opportunities  across the food  chain.  The ConAgra
board believes the merger will benefit ConAgra by:                              

     o    enhancing  ConAgra's  presence  in  the  shelf stable branded products
          retail  category  with  the  acquisition  of  the  Chef Boyardee, PAM,
          Libby's,  Dennison's, Ro*Tel, Ranch Style, Luck's, Gulden's, Crunch `n
          Munch,   Jiffy  pop,  Campfire,  Bumble  Bee,  Orleans,  Clover  Leaf,
Paramount and Louis Kemp brands;                            

     o    raising  from 27 to 33 the number of ConAgra brands with annual retail
sales exceeding $100 million;                               

     o    joining  the  complementary products of ConAgra and International Home
          Foods,  with  potential  for  growth  in  both retail and food service
markets, including                                          

      ConAgra                       International Home Foods

Ketchup                           Mustard       
    Frozen Meals                      Shelf Stable Meals
Chicken                           Fish          
Deli Meats                        Canned Meats  

     o    Capitalizing  on  the  business acquisition experience of both ConAgra
          and  International Home Foods, with each company having integrated ten
or more acquisitions during the past four years; and        

     o    providing  the  opportunity to increase earnings per share through the
          realization of available synergies, including plant consolidations and
          reduction  of overhead, which synergies ConAgra estimates at more than
$37.5 million in fiscal 2001.                               

     The ConAgra board believes that both ConAgra and  International  Home Foods
have records of successful  participation and growth in the food industry, which
factors should enhance long-term values for ConAgra  stockholders.  At a special
board meeting on June 22, 2000, the ConAgra board determined that the merger was
in the best  interest  of  stockholders  of  ConAgra  and  approved  the  merger
agreement and the related documents.                                            

International Home Foods' Reasons for the Merger                                

     THE MEMBERS OF THE INTERNATIONAL  HOME FOODS BOARD PRESENT AT THE JUNE 22ND
SPECIAL  MEETING  UNANIMOUSLY  RECOMMEND  THAT YOU VOTE FOR THE  ADOPTION OF THE
MERGER AGREEMENT.                                                               

     The  International  Home Foods Board  believes that the terms of the merger
agreement  and  the  merger  are  advisable  to  and in the  best  interests  of
International Home Foods and its stockholders.  Accordingly,  the members of the
International  Home Foods board  present at the June 22nd  special  meeting have
unanimously  approved the merger agreement and the merger and recommend that you
adopt the merger  agreement.  In reaching its  determination  to  recommend  the
merger  agreement,  the board  considered  a number of  factors,  including  the
following material factors:                                                     

     1.  The  International  Home  Foods  board  considered  the  value  of  the
consideration  to be received by International  Home Foods'  stockholders in the
merger.   The  board  considered  the  historical   market  prices  and  trading
information for the common stock of  International  Home Foods and ConAgra,  the
price per share offered by ConAgra,  the certainty of value provided by the cash
portion of the  consideration,  and the opportunity for International Home Foods
stockholders  to  participate,  as holders of ConAgra common stock, in a larger,
more diversified food company,  including participating in the value that may be
generated  through  the  combination  of the two  companies.  In  addition,  the
International  Home Foods board  considered  the fact that the per share  merger
consideration  represented a significant premium over the market prices at which
International Home Foods' common stock had previously traded, including the fact
that the targeted $22 per share merger  consideration  represented a 43% premium
over the $15 3/8 closing  price on June 22,  2000,  the last  trading day before
International Home Foods announced the proposed merger.                         

     2. As described  above under "The Merger -  Background  of the Merger," the
International  Home Foods  board  noted that the  merger  consideration  and the
ultimate  selection  of the  ConAgra  proposal  was the  result of an  extensive
process that  resulted in  discussions  with a  substantial  number of potential
buyers.                                                                         

     3. The  International  Home Foods board considered  information  concerning
International Home Foods' financial performance,  financial condition,  business
operations  and prospects.  The board  considered the prospects of continuing to
operate  International  Home  Foods as an  independent  public  company  and the
possibility that  International  Home Foods' future performance might not in the
foreseeable  future lead to a trading price for International  Home Foods common
stock  having  a  higher  present  value  than  the  merger  consideration.  The
International Home Foods board considered the nature and extent of the interests
of International  Home Foods  executive  management in the transaction that were
different from or in addition to the interest of the stockholders in general.   

     4. The  International  Home Foods board considered the terms and conditions
of the merger agreement and related agreements, including the amount and form of
consideration  to be received by  International  Home Foods'  stockholders,  the
voting  agreements,  the  restrictions  relating to  solicitation of third party
proposals and the board's ability to consider and accept an unsolicited superior
proposal,  the termination  provisions,  including that International Home Foods
has no right to terminate the merger  agreement if the average  trading price of
ConAgra common stock decreases to a level at which there is no adjustment to the
exchange ratio,  and the size,  nature and events that would trigger the payment
of the $50 million  termination fee under the merger  agreement,  and the impact
that the  termination  fee provision and the provisions  limiting  International
Home Foods from  soliciting or encouraging  alternative  proposals could have on
the  likelihood  that a third  party  would  make a  competing  offer to acquire
International Home Foods.                                                       

     5. The International  Home Foods board considered the financial  condition,
cash flows and  results of  operations  of  ConAgra,  on both a  historical  and
prospective basis and the historical market prices and trading  information with
respect to ConAgra common stock. In addition, the board considered the fact that
ConAgra has historically paid cash dividends to its stockholders.               

     6. The  International  Home Foods board  considered  the fact that  ConAgra
recently  implemented a restructuring  program providing it with the opportunity
to achieve significant cost savings in its operations during the next few years.

     7. The International Home Foods board considered its belief that the shares
of International  Home Foods common stock have historically been undervalued due
in part to the  multi-segment  nature of International  Home Foods'  businesses,
making it more expensive, and thus exceedingly difficult, for International Home
Foods to continue its strategy of achieving growth through acquisitions of other
companies and businesses,  and making it more difficult for  International  Home
Foods to achieve growth levels  consistent with those  historically  achieved by
International Home Foods.                                                       

     8. The  International  Home Foods board considered its expectation that the
addition  of  International  Home  Foods'  operations  to ConAgra  would  likely
increase  the overall  value and  profitability  of ConAgra,  tending to produce
greater stockholder value for International Home Foods' stockholders.           

     9. The International Home Foods board considered the consents and approvals
required to consummate  the merger,  including  regulatory  clearance  under the
Hart-Scott-Rodino  Act  and  foreign  antitrust  laws,  and  the  prospects  for
receiving those consents and approvals.  The International Home Foods board also
considered that the merger  agreement placed the burden and risk upon ConAgra to
obtain the required approvals under the  Hart-Scott-Rodino  Act and Canadian and
Mexican anti-trust laws.                                                        

     10. The  International  Home Foods board  considered the opportunity of the
combined company to reduce costs through  economies of scale that would not have
been readily  achievable  by  International  Home Foods  independently,  and the
elimination of redundant operations and duplicate administrative functions.     

     11. The  International  Home Foods  board  considered  the opinion of Chase
dated June 22, 2000, as to the fairness,  from a financial point of view, of the
merger consideration as of the date of the opinion and subject to matters stated
in the opinion,  to the holders of  International  Home Foods' common stock, and
further  considered  the  related  financial  analysis  performed  by Chase,  as
described  below  under  "The  Merger - Opinion  of  International  Home  Foods'
Financial Advisor." The board considered the assumptions  applicable to Chases's
opinion, including the assumption that ConAgra's average per share trading value
during the calculation period remains within the $18.00 to $22.00 collar band.  

     The foregoing  discussion of factors  considered by the International  Home
Foods board is not exhaustive, but International Home Foods believes it includes
the  material  factors  considered  by the board.  The board did not quantify or
otherwise  attempt to assign relative  weights to the specific factors the board
considered in reaching its  determination to recommend the merger.  Rather,  the
board  viewed  its  position  and  recommendation  as being  based on the  total
information presented to and considered by the board.                           

Opinion of International Home Foods' Financial Advisor                          

     On June 22, 2000,  Chase  Securities Inc.  delivered its written opinion to
the board of directors  of  International  Home Foods to the effect that,  as of
that date, and based upon the assumptions made, matters considered and limits of
review  set  forth in its  opinion,  the  merger  consideration  was fair to the
holders of International Home Foods common stock from a financial point of view.

     The full text of Chase's  opinion,  which sets forth the assumptions  made,
matters considered and various  limitations on the scope of review undertaken by
Chase  is  attached  as  Annex  B to  this  proxy  statement/prospectus  and  is
incorporated   by  reference  in  this   document.   International   Home  Foods
stockholders are urged to read the opinion in its entirety.  Chase's opinion was
provided for the use and benefit of International Home Foods' board of directors
in its evaluation of the merger, was directed only to the fairness of the merger
consideration  to the holders of  International  Home Foods  common stock from a
financial  point  of  view,  and does not  constitute  a  recommendation  to any
International  Home Foods stockholder as to how that stockholder should vote, or
agree to vote,  with respect to the merger.  The summary of Chase's  opinion set
forth  in this  proxy  statement/prospectus  is  qualified  in its  entirety  by
reference to the full text of its opinion.                                      

In arriving at its opinion, Chase, among other things:                

     o    reviewed  a  draft  of the merger agreement in the form provided to it
          and assumed that the final form of the agreement would not vary in any
regard that is material to Chase's analysis;                

     o    reviewed  publicly  available  business and financial information that
          Chase deemed relevant relating to International Home Foods and ConAgra
and the respective industries in which they operate;        

     o    reviewed  specific  internal  non-public  financial and operating data
          provided  to  Chase  by  the   management  of International Home Foods
          relating  to  its business, including specific forecast and projection
   information as to the future financial results of the business;

     o    discussed  with members of the senior management of International Home
          Foods and ConAgra, International Home Foods' and ConAgra's operations,
          historical financial statements and future prospects, before and after
          giving  effect  to the merger, as well as their views of the business,
          operational  and  strategic  benefits  and  other  implications of the
   merger and other matters Chase deemed necessary or appropriate;

     o    compared the financial and operating performance of International Home
          Foods  and  ConAgra  with  publicly  available  information concerning
          certain  other  companies  Chase  deemed  comparable  and reviewed the
          relevant  historical stock prices of the common stock of International
          Home  Foods,  the common stock of ConAgra and specific publicly traded
securities of those other companies;                        

     o    reviewed  the  financial terms of certain recent business combinations
          and acquisition transactions Chase deemed reasonably comparable to the
merger and otherwise relevant to its inquiry; and           

     o    made  other  analyses  and  examinations  as Chase deemed necessary or
appropriate.                                                

     Chase  assumed and relied upon,  without  assuming any  responsibility  for
verification,  the accuracy and  completeness  of all of the financial and other
information  provided to,  discussed with, or reviewed by or for it, or publicly
available, for purposes of its opinion and further relied upon the assurances of
the managements of International  Home Foods and ConAgra that they are not aware
of any facts that would make that  information  inaccurate or misleading.  Chase
neither made nor obtained  any  independent  evaluations  or  appraisals  of the
assets or  liabilities  of  International  Home Foods or ConAgra,  nor did Chase
conduct a physical  inspection of the properties and facilities of International
Home Foods or ConAgra.  Chase assumed that the financial forecast and projection
information  provided to or discussed  with it by or on behalf of  International
Home Foods and ConAgra were reasonably  determined on bases  reflecting the best
currently  available estimates and judgments of the managements of International
Home  Foods  and  ConAgra  as to  the  future  financial  performance  of  these
companies,  including  after giving effect to the merger.  Chase further assumed
that,  in all  material  respects,  these  forecasts  and  projections  would be
realized in the amounts and times indicated.  Chase expressed no view as to such
forecast  or  projection  information  or the  assumptions  upon which they were
based.                                                                          

     For  purposes of  rendering  its opinion,  Chase  assumed,  in all respects
material to its analysis,  that the representations and warranties of each party
contained in the merger  agreement  are true and correct,  that each party would
perform all of the covenants and agreements required to be performed by it under
the merger  agreement and that all conditions to the  consummation of the merger
would be satisfied without waiver thereof.  Chase also assumed that all material
governmental,  regulatory or other consents and approvals  would be obtained and
that in the course of obtaining any necessary governmental,  regulatory or other
consents  and  approvals,  or any  amendments,  modifications  or waivers to any
documents to which either of International  Home Foods or ConAgra is a party, as
contemplated  by the  merger  agreement,  no  restrictions  would be  imposed or
amendments,  modifications  or waivers made that would have any material adverse
effect on the contemplated  benefits to  International  Home Foods or ConAgra of
the  merger.  Chase also  assumed  that the merger  would be  consummated  under
circumstances  where the actual average closing price of ConAgra common stock on
the NYSE Composite Transactions List for the ten full trading days ending on the
fifth full  trading day  immediately  preceding  the closing  date of the merger
would not be less than the defined "Average Trading Price" used under the merger
agreement  to  calculate  the  exchange  ratio,  as a result  of the  limitation
establishing the maximum exchange ratio under the merger agreement.             

     In connection with the preparation of its opinion, Chase was not authorized
by International  Home Foods or by the board of directors of International  Home
Foods to solicit, nor did Chase solicit, third-party indications of interest for
the acquisition of all or any part of International Home Foods.  Chase's opinion
was necessarily  based on market,  economic and other conditions as they existed
and could be evaluated on the date of its opinion.  Chase's  opinion was limited
to the fairness, from a financial point of view, to the holders of International
Home Foods common  stock of the merger  consideration  in the merger,  and Chase
expressed  no  opinion  as  to  the  merits  of  the   underlying   decision  by
International Home Foods to engage in the merger.  Chase expressed no opinion on
matters of a tax,  accounting  or legal  nature  related to the merger.  Chase's
opinion does not constitute a recommendation to any stockholder of International
Home Foods as to how the stockholder should vote, or agree to vote, with respect
to the merger, or any other matters relating to the merger.  In addition,  Chase
expressed no opinion as to the prices at which  International  Home Foods common
stock or ConAgra  common stock would trade  following  the  announcement  or the
consummation of the merger.                                                     

     The following is a summary of various  financial and  comparative  analyses
performed  by Chase and reviewed  with the board of  directors of  International
Home Foods in connection with Chase's presentation and its opinion to the board.

Transaction Overview.                                                           

     Chase presented an overview of the proposed  transaction  including the key
financial terms of the transaction  and the implied  valuation of  International
Home Foods based on the price negotiated by International Home Foods and ConAgra
of $22.00 per share,  assuming  ConAgra's average per share trading value during
the  calculation  period  remains  within the $18.00 to $22.00 collar band,  and
73.918 million basic common shares of International Home Foods outstanding as of
June  21,  2000 and  11.000  million  in-the-money  options  outstanding  as per
management  estimates.  Chase noted that the equity  value based on the price of
$22 per share would be approximately  $1,737.3 million. Chase further noted that
after taking into account net debt of $1,190.8  million for  International  Home
Foods, the enterprise value,  calculated as the sum of equity value, total debt,
preferred equity and minority  interest minus cash and cash equivalents would be
$2,928.2 million.                                                               

     The  enterprise  value of $2,928.2  million  represents a 1.34x multiple to
International  Home Foods' last twelve  months,  referred to as LTM  revenue,  a
1.28x multiple to International  Home Foods' estimated fiscal year 2000 revenue,
a 1.24x  multiple  to  International  Home  Foods'  estimated  fiscal  year 2001
revenue,  an 8.8x  multiple to  International  Home Foods' LTM  earnings  before
interest, taxes,  depreciation and amortization,  referred to as EBITDA, an 8.1x
multiple to International  Home Foods' estimated fiscal year 2000 EBITDA,  and a
7.8x multiple to  International  Home Foods'  estimated fiscal year 2001 EBITDA.
The  calculations  for revenue and EBITDA were based on projections  provided by
International Home Foods' management.                                           

Comparable Publicly-Traded Companies Analysis                                   

     The purpose of this analysis was to compare the merger consideration in the
merger  with  the  implied  merger   consideration   range  derived  by  valuing
International  Home  Foods  based on the  trading  multiples  of a peer group of
publicly  traded  companies.   Chase  compared  specific  financial  ratios  for
International  Home Foods and  ConAgra  to those for  selected  publicly  traded
companies  in the  food  industry.  These  comparisons  were  based  in  part on
information provided by International Home Foods to Chase and publicly available
information  for the selected  publicly traded  comparable  companies as well as
ConAgra.                                                                        

     International  Home  Foods  was  compared  to  the  following  group  of 19
companies  and  separately  to a subset of the group  which are small to mid-cap
companies, indicated by asterisk below:                                         

o        The Procter & Gamble Company                                 
o        PepsiCo, Inc.                                                
o        Philip Morris Companies, Inc.                                
o        BESTFOODS                                                    
o        Sara Lee Corporation                                         
o        H. J. Heinz Company                                          
o        Nabisco Holdings Corp.                                       
o        Campbell Soup Company                                        
o        General Mills, Inc.                                          
o        Kellogg Company                                              
o        The Quaker Oats Company                                      
o        Hershey Foods Corporation                                    
o        Keebler Foods Company*                                       
o        Hormel Foods Corporation*                                    
o        McCormick & Company, Incorporated*                           
o        Suiza Foods Corporation*                                     
o        Dean Foods Company*                                          
o        Aurora Foods Inc.*                                           
o        Vlasic Foods International, Inc.*                            

     Estimated  financial  data for the group was derived  from equity  research
reports published by Wall Street Brokerages,  adjusted as necessary to reflect a
fiscal year ending as of December.                                              

     Chase noted that the enterprise  value as a multiple of estimated  calendar
year 2000  EBITDA  ranged from 4.0x to 15.7x for the group with a median of 9.0x
and  ranged  from 5.3x to 9.7x for the small to  mid-cap  group with a median of
7.0x.  Using these  multiples  Chase  derived a range of  enterprise  value as a
multiple  of  estimated   calendar   year  2000  EBITDA  of  6.5x  to  7.5x  for
International  Home Foods and then  calculated an implied  enterprise  value for
International  Home Foods of $2,348.7  million to $2,710.1  million based on its
estimated  calendar  year 2000  EBITDA of $361.3  million,  corresponding  to an
implied price per International Home Foods share of $15.10 to $19.80.           

     Chase analyzed the share price as of June 21, 2000 of each of the companies
in the group, as a multiple of calendar year 2000 estimated  earnings per share,
referred to as EPS. Estimated  financial data for the group was derived from the
International  Brokers Estimate System,  referred to as I/B/E/S,  as of June 21,
2000.  Chase  noted that the share  price to  estimated  calendar  year 2000 EPS
ranged  from 3.9x to 34.4x for the group with a median of 16.2x and ranged  from
3.9x to 21.4x for the small to mid-cap group with a median of 11.8x. Using these
multiples,  Chase derived a range of share price to estimated calendar year 2000
EPS of 10.0x to 12.0x  for  International  Home  Foods  and then  calculated  an
implied  equity  value for  International  Home  Foods of  $1,377.5  million  to
$1,653.1  million  based on  estimated  calendar  year 2000 net income of $137.8
million, corresponding to an implied price per International Home Foods share of
$17.95 to $21.55.                                                               

     Chase noted that the  enterprise  value as a multiple of LTM EBITDA  ranged
from 4.2x to 16.9x for the  large-cap  companies  in the group  with a median of
10.6x and ranged from 5.9x to 11.2x for the small to mid-cap group with a median
of 8.6x. Using these  multiples,  Chase derived a range of enterprise value as a
multiple of LTM EBITDA of 7.50x to 8.25x for  International  Home Foods and then
calculated an implied  enterprise value for International Home Foods of $2,483.4
million  to  $2,731.8  million  based  on its  LTM  EBITDA  of  $335.4  million,
corresponding to an implied price per  International  Home Foods share of $16.85
to $20.10.                                                                      

     Chase's analysis and  calculations for all the analyses  performed were, to
the extent relevant, based on:                                                  

 o    International Home Foods' closing share price as of June 21, 2000;

     o    International  Home  Foods'  net  debt  calculated as the sum of total
          debt,  preferred  equity  and  minority  interest  minus cash and cash
          equivalents,  as reported by International Home Foods in its quarterly
report filed with the SEC on March 31, 2000; and            

     o    International  Home  Foods' basic common shares outstanding as of June
          21,  2000  of  73.918 million and outstanding, in-the-money options of
          11.000  million,   as   provided   by  the  International  Home  Foods
management.                                                 

     None of the  companies  in the group was  identical to  International  Home
Foods,  and  accordingly,  an analysis of these companies  necessarily  involves
complex consideration and judgements concerning differences in the financial and
operational  characteristics  of the  companies  involved and other factors that
could affect the companies compared to International Home Foods.                

Comparable Transactions Analysis                                                

     The purpose of this analysis was to compare the merger consideration in the
merger  with  the  implied  merger   consideration   range  derived  by  valuing
International Home Foods based on comparable acquisitions of public companies in
the food industry.  Chase examined 15 selected larger acquisition  transactions,
referred to as the large transaction  group, from April 1988 through the present
with estimated  transaction values ranging from approximately  $24,362.6 million
to  $2,300.0  million  and  Chase  examined  11  selected  smaller   acquisition
transactions,  referred to as the smaller transaction group, from September 1992
through   January  2000  with   estimated   transaction   values   ranging  from
approximately $1,786.2 million to $376.8 million.                               

                                                        [Enlarge/Download Table]
                                                                                                      

         Large Transaction Group                        Smaller Transaction Group                     

o  Unilever PLC's acquisition of BESTFOODS         o  The Quaker Oats Company's acquisition of        
o  Philip Morris Companies, Inc.'s acquisition of     Snapple Beverage Corp.                          
   Kraft Foods, Inc.                               o  Hicks Muse Tate & Furst Incorporated's          
   Grand Metropolitan Public Limited Company's        acquisition of American Food Products, Inc.     
   acquisition of The Pillsbury Company            o  Kraft General Foods (IL)'s acquisition of       
o  Nestle SA's acquisition of Rowntree PLC            Freia Marabou AS                                
o  Kohlberg Kravis Roberts & Co.'s acquisition of  o  Nestle SA's acquisition of Spillers Petfoods    
   Borden, Inc.                                       (Dalgety Plc)                                   
o  Sandoz Ltd.'s acquisition of Gerber Products    o  Groupe Danone SA's acquisition of McKesson      
   Company                                            Water Products (subsidiary of McKesson HBOC)    
o  Philip Morris Companies, Inc.'s acquisition of  o  Campbell Soup Company's acquisition of Pace     
   Jacobs Suchard AG                                  Foods Ltd.                                      
o  PepsiCo, Inc.'s acquisition of Tropicana        o  General Mills Inc.'s acquisition of the         
   Products Inc.                                      Branded Cereal and Snack businesses of Ralcorp  
o  Grand Metropolitan Public Limited Company's        Holdings Inc.                                   
   acquisition of Pet Incorporated                 o  New World Pasta LLC's acquisition of Hershey    
o  Nestle SA's acquisition of Source Perrier SA       Foods Corporation's US Pasta division           
o  Finalrealm's acquisition of United Biscuits     o  Keebler Foods Company's acquisition of          
   (Holdings) plc                                     President Baking Company, a unit of President   
o  Groupe BSN SA's acquisition of the assets of       Enterprise Corp.                                
   Nabisco Europe NV                               o  Aurora Foods Inc.'s purchase of the trademark   
o  Cadbury-Schweppes plc's acquisition of Dr.         "Duncan Hines" from The Procter & Gamble Company
   Pepper/Seven-Up Companies, Inc.                 o  Eagle Family Foods' acquisition of North        
o  Unilever PLC's acquisition of Slim-Fast Foods      American Grocery Products business from Borden  
   Company                                            Foods Corp.                                     
o  The Procter & Gamble Company's acquisition of                                                      
   IAMs Co.                                                                                           


     Chase analyzed the transaction  value of each  acquisition as a multiple of
EBITDA of the target for the last twelve  months.  Chase  noted that  enterprise
value as a  multiple  of LTM  EBITDA  ranged  from  8.3x to 17.3x  for the large
transaction group with the median of 12.3x and ranged from 5.7x to 22.9x for the
smaller  transaction group with a median of 10.0x. Using these multiples,  Chase
derived a range of enterprise  value as a multiple of LTM EBITDA of 7.0x to 8.5x
for International Home Foods and then calculated an implied enterprise value for
International  Home Foods of $2,317.9  million to $2,814.5  million based on its
LTM  EBITDA  of  $335.4   million,   corresponding   to  an  implied  price  per
International Home Foods share of $14.70 to $21.20.                             

     Because the market conditions,  rationale and circumstances surrounding the
selected transactions utilized in Chase's comparable  transactions analysis were
specific  to each  transaction  and vary  between  transactions  and  because of
inherent  differences  between  the  businesses,  operations  and  prospects  of
International   Home  Foods  and  the   companies   involved  in  the   selected
transactions, Chase believes that a purely quantitative analysis of the selected
transactions,  without considering  qualitative judgments concerning differences
between  the   characteristics  of  the  selected   transactions  would  not  be
particularly meaningful in the context of the merger.                           

Discounted Cash Flow Analysis                                                   

     The purpose of this analysis was to compare the merger consideration in the
merger  with the  implied  net  share  price  value  range  derived  by  valuing
International Home Foods based on the present value of International Home Foods'
projected  free cash flows,  calculated as the sum of operating  earnings  after
tax, depreciation,  tax deductible  amortization,  change in working capital and
changes in  deferred  taxes  minus  capital  expenditures,  and  terminal  value
calculated as a multiple of estimated fiscal year 2005 EBITDA.  Chase calculated
the implied present  enterprise value of International Home Foods by discounting
the following:                                                                  

     o    Estimated free cash flow for the period June 30, 2000 through December
31, 2000;                                                   

     o    Estimated free cash flow for the fiscal years ending December 31, 2001
through December 31, 2005; and                              

     o    Estimated terminal enterprise value of International Home Foods at the
end of fiscal year ending December 31, 2005 based on:       

          o   A  range of estimated enterprise value to EBITDA multiples of 6.0x
to 7.0x; and                                        

          o   Estimated  EBITDA  for  fiscal  year  ending  December 31, 2005 of
$424.2 million.                                     

     Chase  assumed  a  range  of  discount  rates  of 9.0% to  10.0%  based  on
International  Home  Foods'  estimated  weighted  average  cost of  capital  and
estimated weighted average cost of capital of comparable food companies.        

     Using the present value of  International  Home Foods'  estimated free cash
flows for the  above-mentioned  periods and its  terminal  value at December 31,
2005 based on a mid-year  convention,  Chase  calculated  an implied  enterprise
value for  International  Home Foods of $2,568.6  million to  $2,935.9  million,
corresponding to an implied price per  International  Home Foods share of $18.00
to $22.75.                                                                      

Other Analyses                                                                  

     Among  other  analyses   performed  and  factors  considered  by  Chase  in
connection  with its opinion,  Chase  reviewed the  historical  trading price of
International  Home Foods  common  stock  based on closing  sale  prices for the
period from June 19, 1998 through  June 20, 2000 and observed  that the two-year
low and high of  International  Home Foods  common  stock  ranged from $10.38 to
$25.63,  with a two-year average of $17.53 and a three-month  average of $15.69,
as compared to the ConAgra's  implied per share offer price of $22.00,  assuming
ConAgra's average per share trading value during the calculation  period remains
within the $18.00 to $22.00 collar band.                                        

     The summary  set forth above does not purport to be a complete  description
of the analyses  performed  by Chase in arriving at its  opinion.  Arriving at a
fairness  opinion is a complex  process not  necessarily  susceptible to partial
analysis  or summary  description.  Chase  believes  that its  analyses  must be
considered as a whole and that selecting portions of analyses and of the factors
considered by it,  without  considering  all these  factors and analyses,  could
create a misleading view of the processes underlying its opinion.  Chase did not
assign  relative  weights to any of its analyses in preparing  its opinion.  The
matters   considered   by  Chase  in  its   analyses   were  based  on  numerous
macroeconomic,  operating  and  financial  assumptions  with respect to industry
performance, general business and economic conditions and other matters, many of
which are beyond International Home Foods' and ConAgra's control and involve the
application  of complex  methodologies  and  educated  judgment.  Any  estimates
incorporated in the analyses  performed by Chase are not necessarily  indicative
of actual past or future results or values,  which may be significantly  more or
less  favorable  than these  estimates.  Estimated  values do not  purport to be
appraisals  and do not  necessarily  reflect the prices at which  businesses  or
companies may be sold in the future,  and these estimates are inherently subject
to uncertainty.                                                                 

     Pursuant to a letter  agreement,  dated as of May 12,  2000,  International
Home  Foods has agreed to pay Chase a fee of  $2,000,000  for its  services,  of
which  $500,000 was payable  upon  delivery of its opinion,  and  $1,500,000  is
contingent  upon the closing of the  transaction.  International  Home Foods has
also  agreed  to  reimburse  Chase  for its  reasonable  out-of-pocket  expenses
including fees of its counsel and to indemnify Chase against certain liabilities
relating to or arising out of its engagement.                                   

     Chase, as part of its financial advisory business,  is continually  engaged
in the valuation of businesses and their  securities in connection  with mergers
and  acquisitions  and  valuations  for estate,  corporate  and other  purposes.
International  Home Foods selected Chase to act as its financial  advisor on the
basis of its experience and expertise.                                          

     The Chase Manhattan Corporation and its affiliates, including Chase, in the
ordinary course of business,  have from time to time provided, and in the future
may continue to provide, for customary  compensation,  commercial and investment
banking  services  to  International  Home  Foods,  Hicks,  Muse,  Tate &  Furst
Incorporated and ConAgra and their respective affiliates. In the ordinary course
of business,  Chase or its affiliates  may own,  manage or trade in the debt and
equity  securities of International  Home Foods and ConAgra and their respective
affiliates  for its own  accounts  and for the  accounts of its  customers  and,
accordingly, may at any time hold a long or short position in those securities. 

Material United States Federal Income Tax Consequences                          

General                                                               

     The following discussion is a summary of the material United States federal
income  tax  consequences  of the  merger to you.  This  summary is based on the
Internal Revenue Code of 1986, as amended, Treasury regulations,  administrative
rulings and court  decisions in effect as of the date of this  document,  all of
which may change at any time,  possibly with retroactive  effect. The discussion
below does not address  the  effects of any state,  local or foreign tax laws on
the merger. Your tax treatment may vary depending on your particular  situation,
and  certain  International  Home Foods  stockholders  may be subject to special
rules not discussed below,  including foreign persons,  financial  institutions,
tax-exempt   organizations,   insurance   companies,   dealers  in   securities,
individuals who acquired their shares of  International  Home Foods common stock
pursuant to the  exercise of stock  options or otherwise  as  compensation,  and
persons  who hold  their  shares  as part of a  hedge,  straddle  or  conversion
transaction, or persons who do not hold their International Home Foods shares as
capital assets.                                                                 

     You  should be aware  that the tax  consequences  to each  person may vary.
Therefore,  we urge  you to  consult  a tax  advisor  regarding  the  particular
consequences of the merger,  including the effects of state, local,  foreign and
other tax laws.                                                                 

     The United States federal income tax consequences of the merger to you will
not be determined until the date of the completion of the merger.               

Summary                                                               

     The U.S.  federal income tax  consequences  to you of the merger may differ
depending  on  whether  the  forward  merger  structure  or the  reverse  merger
structure is used.  See "The Merger - Form of the Merger" for a  description  of
the forward merger and reverse merger structures.                               

     o    If the forward merger structure is used and other assumptions are met,
          International  Home  Foods  will  deliver an opinion from its counsel,
          Vinson  &  Elkins  L.L.P.,  based  on  specified  representations  and
          assumptions,  to ConAgra to the effect that the merger will qualify as
       a reorganization under Section 368(a) of the Internal Revenue Code.

     o    If  the  reverse  merger  structure  is  used,  the  merger  will  not
          constitute  a  reorganization  under  Section  368(a)  of the Internal
          Revenue  Code.   Instead,  it  will  be  treated  as a taxable sale of
          International  Home  Foods stock, in exchange for ConAgra common stock
and cash.                                                   

The gain or loss you will  realize on your  shares of  International  Home Foods
common stock, if any, is generally the difference by which the value of the cash
and ConAgra  common stock you receive in the merger  exceeds  your  adjusted tax
basis in your shares.  Your  adjusted tax basis in your shares of  International
Home  Foods  is  generally  the  price  you paid for the  shares  including  any
brokerage  commissions.  In the event of a forward merger,  any gain realized on
your shares is recognized only to the extent of any cash you receive pursuant to
the  merger,  and you are not  allowed to  recognize  any loss  realized on your
shares.                                                                         

     o    If  you  have  no  realized loss with respect to any of your shares of
          International  Home  Foods common stock and your average realized gain
          per  share  is  less  than  $11,  then  the  U.S.  federal  income tax
          consequences  to  you  will  generally  be  the same whether a forward
          merger  structure or a reverse merger structure is used, since the $11
          cash portion of the merger consideration is taxable, to the extent you
have realized gain, under either structure.                 

     o    If  you  have  realized  loss  with  respect to some of your shares of
          International  Home  Foods  common stock or your average realized gain
          per  share is greater than $11 per share, then the tax consequences to
          you may be different if a forward merger is used rather than a reverse
merger.                                                     

     We will not know until the closing of the merger whether the forward merger
structure or the reverse merger  structure  will be used. As a result,  you will
not know the tax consequences of the merger at the time you vote on it.         

     The  purpose  of  using  the  reverse  merger  structure  is to  avoid  the
substantial  corporate  level tax that  would  result if the  merger  were to be
structured as a forward merger and were to fail to satisfy the  requirements for
a tax-free reorganization under Section 368(a) of the Internal Revenue Code. One
of the  requirements  that must be satisfied in order for the forward  merger to
qualify as a reorganization under Section 368(a) of the Internal Revenue Code is
the continuity of stockholder  interest  requirement.  This  requirement will be
satisfied if the International  Home Foods  stockholders  exchange a substantial
portion  of  their  proprietary   interests  in  International  Home  Foods  for
proprietary interests in ConAgra.                                               

     The Internal Revenue Service takes the position for advance ruling purposes
that the  continuity  of  stockholder  interest  requirement  is  satisfied in a
reorganization if the value of the acquiring corporation's stock received in the
reorganization by the acquired corporation's  stockholders equals or exceeds 50%
of the total consideration paid for the stock of the acquired corporation in the
reorganization.  In the opinion of Vinson & Elkins  L.L.P.,  the  continuity  of
stockholder  interest requirement will be satisfied under applicable case law if
the value of the ConAgra  common  stock  received in the  reorganization  by the
International  Home  Foods'  stockholders  equals  or  exceeds  40% of the total
consideration   paid  for  the  stock  of   International   Home  Foods  in  the
reorganization.  An opinion of counsel represents  counsel's best legal judgment
and  is not  binding  on the  Internal  Revenue  Service,  and  there  can be no
assurance  that  following  the merger the  Internal  Revenue  Service  will not
challenge the qualification of the merger as a reorganization within the meaning
of Section 368(a) of the Internal Revenue Code.                                 

     The merger agreement contains a mechanism to ensure that the forward merger
structure  will  be used  only if the mix of  stock  and  cash  received  by the
International  Home  Foods  stockholders  is such  that it  satisfies  this  40%
continuity of stockholder interest threshold . Pursuant to the merger agreement,
the continuity of interest  requirement will be deemed satisfied if, on the date
of the merger, the fair market value of the ConAgra common stock to be delivered
in  connection  with the  merger  is  greater  than or equal to 40% of the total
consideration  delivered to International Home Foods stockholders in the merger.
Whether  this  requirement  will be  satisfied  depends  on  certain  variables,
including  the closing  price of the ConAgra  common stock on the New York Stock
Exchange at the time of closing and the consideration  received by International
Home Foods stockholders who exercise  appraisal rights.  Because these variables
will not be  determined  until the date of the  merger,  we will not know at the
time of the special meeting whether the merger will qualify as a  reorganization
under Section 368(a) of the Internal  Revenue Code and,  therefore,  whether the
forward merger structure or the reverse merger structure will be used.          

     United  States  Federal  Income  Tax  Consequences  of the  Forward  Merger
Structure                                                             

     If the total value of the ConAgra  common stock expected to be delivered in
connection with the merger is greater than or equal to 40% of the sum of        

o    the total value of the stock at the time of the merger,          

     o    the  cash  consideration  payable  to  the  International  Home  Foods
stockholders,                                               

     o    the  cash  payable in respect of any shares for which appraisal rights
are sought, and                                             

o    the cash payable in respect of fractional shares,                

and                                                                             

     o    if  Vinson & Elkins L.L.P. delivers a tax opinion in writing as of the
date of the merger,                                         

and                                                                             

     o    if  the  merger  is  not structured as a reverse merger  pursuant to a
          right  of  election  of ConAgra, which ConAgra may exercise if ConAgra
          determines  in good faith that the cash payable in connection with the
merger could exceed 60% of the above items,                 

then the merger will be structured as a forward merger.                         

     If the merger is structured as a forward  merger,  you will recognize gain,
but not loss, for U.S. federal income tax purposes only up to the lesser of     

o    the amount of cash you received, or                              

     o    the  excess of the sum of the fair market value of your ConAgra common
          stock  and  the  amount  of  cash you received in the merger over your
          adjusted  tax  basis in your shares of International Home Foods common
stock surrendered in the exchange.                          

     Ordinarily,  the gain will be capital gain, provided that the International
Home Foods  common  stock is held as a capital  asset.  The capital gain will be
long-term capital gain and, in the case of an individual stockholder, subject to
a tax rate of 20%, if the holding period for the International Home Foods common
stock is greater  than one year at the time of the  merger.  If you own  ConAgra
common  stock,  actually or  constructively,  within the meaning of the Internal
Revenue Code, at the time of the merger, special rules may cause gain recognized
by you to be taxed as a dividend  rather than a capital gain. You should consult
your own tax advisor with respect to the tax consequences of the forward merger.

     The  adjusted tax basis of the shares of ConAgra  common stock  received by
you will be the same as the  adjusted  tax basis of the shares of  International
Home Foods stock  exchanged  for those  shares,  increased by the amount of gain
recognized,  and decreased by the amount of cash received. The holding period of
the shares of ConAgra common stock will include the holding period of the shares
of International  Home Foods common stock surrendered in the exchange,  provided
that the  International  Home  Foods  common  stock was held by you as a capital
asset on the date of the merger.                                                

     United  States  Federal  Income  Tax  Consequences  of the  Reverse  Merger
Structure                                                             

     If the total value of the ConAgra  common stock expected to be delivered in
connection with the merger is less than 40% of the sum of                       

o    the total value of the stock at the time of the merger,          

     o    the  cash  consideration  payable  to  the  International  Home  Foods
stockholders,                                               

     o    the  cash  payable in respect of any shares for which appraisal rights
are sought, and                                             

o    the cash payable in respect of fractional shares,                

or,                                                                             

     o    if  Vinson  & Elkins  L.L.P. fails to deliver a tax opinion in writing
          on  the  date of the merger and ConAgra elects to change the structure
of the merger to a reverse merger,                          

then the merger will be structured as a reverse merger.                         

     Even if Vinson & Elkins  L.L.P.  delivers its tax opinion as of the date of
the merger,  ConAgra may also elect to change the  structure  of the merger to a
reverse  merger based on its good faith  determination  that the cash payable in
connection  with the merger  could  exceed 60% of the sum of the items listed in
the preceding paragraph.                                                        

     If the merger is structured as a reverse merger, you will recognize gain or
loss equal to the difference between                                            

     o    the  sum  of the fair market value of the ConAgra common stock and the
          amount of cash you received in the merger, including cash received for
fractional shares, and                                      

     o    your  adjusted  tax  basis  in your shares of International Home Foods
common stock surrendered in the exchange.                   

     The gain or loss  generally  will be capital gain or loss provided that the
International  Home Foods common stock is held as a capital  asset.  The capital
gain or loss will be  long-term  capital  gain or loss and,  in the case of gain
recognized  by an individual  stockholder,  subject to a tax rate of 20%, if the
holding period for the International Home Foods common stock is greater than one
year at the time of the merger.  For this purpose,  you must  calculate  gain or
loss  separately  for each  identifiable  block  of  shares  surrendered  in the
exchange. If, at the time of the merger, you own shares of ConAgra common stock,
you should  consult  your tax advisor  with respect to the impact of the reverse
merger structure.                                                               

     The  adjusted  tax basis of ConAgra  common  stock  received  by you in the
merger will be equal to the fair market value of the stock at the  completion of
the merger, and the holding period for the stock will commence upon its receipt.
In addition,  the  information  reporting  and backup  withholding  requirements
described below will apply to the merger.                                       

Receipt of Cash for Fractional Shares                                 

     Any cash  received by you for a  fractional  share of ConAgra  common stock
will be treated as the receipt of the  fractional  share and then the redemption
of the fractional share by ConAgra.  You generally should recognize capital gain
or loss  equal to the  excess of the amount of cash  received  for a  fractional
share of ConAgra common stock over the portion of the adjusted tax basis in your
International  Home Foods common  stock  allocable  to the  fractional  share of
ConAgra common stock. The capital gain or loss will be long-term capital gain or
loss if the holding  period for the  International  Home Foods  common  stock is
greater than one year at the time of the merger.                                

Receipt of Cash on Exercise of Appraisal Rights                       

     Generally,  if you exercise appraisal rights with respect to your shares of
International Home Foods common stock, you will recognize capital gain, or loss,
on the receipt of cash from the  exercise of  appraisal  rights if you hold your
International  Home  Foods  common  stock  as a  capital  asset  and  if,  after
exercising  appraisal rights, you own no shares of ConAgra common stock,  either
actually or constructively,  within the meaning of the Internal Revenue Code. If
you own shares of ConAgra  common stock as described  above,  you should consult
with your tax  advisor  with  respect  to the  impact of a cash  payment on your
situation.                                                                      

Information Reporting and Back-Up Withholding                         

     Cash  payments made to you may be subject to  information  reporting to the
IRS and to a 31% backup  withholding tax. Backup withholding will not apply to a
payment to you if you  complete and sign the  substitute  Form W-9 which will be
included as part of the transmittal  letter, or otherwise prove to the surviving
corporation  that you are exempt from backup  withholding.  If you are a foreign
person, you must complete and sign a Form W-8, Certificate of Foreign Status, in
order to be exempt from backup withholding. If you are subject to the 31% backup
withholding,  the tax withheld will be credited  against your federal income tax
liability.  If you receive  ConAgra common stock in a forward  merger,  you must
also  comply  with  the  information  reporting  requirements  of  the  Treasury
regulations under Section 368 of the Internal Revenue Code.                     

Interests of Persons That Differ From Your Interests                            

     In considering the  recommendation of the International Home Foods board to
vote for adoption of the merger  agreement,  you should be aware that members of
International  Home Foods executive  management and the International Home Foods
board have interests in the merger that are different  from, and in addition to,
the interests of other International Home Foods stockholders.                   

     Severance  Agreements.  The  employment  agreement of C. Dean  Metropoulos,
Chief Executive  Officer and a director of International  Home Foods,  effective
February 22, 1999 for a three-year term, provides that he will receive severance
pay following  termination of his employment by International Home Foods without
cause or by Mr.  Metropolous  upon a change in  control  of  International  Home
Foods. The severance  payment,  of approximately  $6.1 million,  is equal to the
greater of:                                                                     

     o    one  and  one-half  times  his  annual salary and bonus at the time of
termination; or                                             

     o    the  amount  of  salary  and  bonus  he  would  have earned during the
     remainder of his employment agreement at the time of termination.

     The  employment  agreement  of  Lawrence  Hathaway,   President  and  Chief
Operating Officer and a director of International Home Foods,  effective January
3,  2000  for a  three-year  term,  provides  that in the  event  of  employment
termination  without  cause,  or if he  terminates  with good  reason,  he would
receive a severance  payment of  approximately  $2.3  million,  equal to one and
one-half  times his annual  salary and bonus upon  termination.  The  employment
agreement of Craig Steeneck,  Senior Vice President and Chief Financial  Officer
of International  Home Foods,  effective October 27, 1999,  provides that in the
event of  employment  termination  without  cause,  he would receive a severance
amount not to exceed  $330,000.  The  employment  agreement of M. Kelley  Maggs,
Senior Vice President, Secretary and General Counsel, provides that in the event
of employment termination without cause, he would receive a severance payment of
$292,000.  See  "Where  You Can Find  Additional  Information"  on page ___ with
respect to  International  Home Foods'  reports  filed with the SEC that provide
additional details with respect to these agreements.                            

     Stock Options.  All unvested options to purchase  International  Home Foods
common  stock  granted  under its stock  plans  will  become  fully  exercisable
immediately  prior to the  merger.  At the time of the merger  each  unexercised
option will be cashed out in part and  converted in part into options to acquire
shares  of  ConAgra  common  stock.  See "The  Merger -  Treatment  of  Existing
International  Home  Foods  Stock  Options"  on  page  ___  for a more  detailed
discussion of the treatment of International Home Foods options under the merger
agreement.                                                                      

     Indemnification  and  Release.  ConAgra and  International  Home Foods have
agreed that all rights to indemnification and limitations on liability under the
International Home Foods charter documents and indemnity agreements will survive
the merger. Subject to limitations, directors' and officers' liability insurance
coverage  substantially  equivalent  to levels of coverage  currently  in effect
under  International  Home Foods'  existing  directors' and officers'  liability
insurance  will be  maintained  for six  years.  ConAgra  has  agreed to release
stockholders,  directors  and  officers  of  International  Home  Foods from any
liability  or  obligation  under the  merger  agreement,  voting  agreements  or
registration  rights  agreement  except to the extent that any such person is an
express  signatory  party  and  except  for  claims  for  specific   intentional
misrepresentations.  See "The Merger Agreement - Indemnification,  Insurance and
Release" on page ___.                                                           

     Registration Rights Agreement.  Thomas O. Hicks, Michael J. Levitt, C. Dean
Metropoulos and three limited investment  partnerships  controlled by Hicks Muse
have entered into a  registration  rights  agreement  with ConAgra  covering the
shares of ConAgra common stock that they will receive in the merger. ConAgra has
agreed  to  file a  shelf  registration  statement  on  Form  S-3 and to use its
reasonable best efforts to have the registration statement declared effective by
the SEC  immediately  after the  closing of the merger for all shares of ConAgra
common stock  received by these  holders in the merger.  The offer and resale of
these  shares  will be  pursuant  to a plan of  distribution  proposed  by these
holders,  but will not include an  underwritten  public  offering.  ConAgra will
maintain the effectiveness of the shelf registration on Form S-3 for a period of
one year.                                                                       

     Financial Advisory Services.  Hicks, Muse & Co. Partners,  L.P. , or "Hicks
Muse Partners", an affiliate of Hicks Muse, provides financial advisory services
to  International  Home Foods pursuant to an agreement  entered into in November
1996. The financial  advisory  agreement  provides that Hicks Muse Partners will
receive  a fee equal to 1.5% of the value of  merger  and  similar  transactions
involving International Home Foods. In connection with the signing of the merger
agreement,  Hicks  Muse  Partners  and  International  Home  Foods  amended  the
financial  advisory  agreement  to reduce  Hicks Muse  Partners'  fee under that
agreement for the merger to $10 million.  Hicks Muse is also entitled  under the
financial advisory  agreement,  as amended,  to reimbursements of its reasonable
disbursements and  out-of-pocket  expenses incurred prior to the time the merger
is completed.                                                                   

     Executive  Offices and  Assets.  International  Home Foods will  transfer a
lease of office facilities and related  improvements and personal property to an
entity,  in which Hicks Muse or C. Dean  Metropoulos  may have an  interest,  in
return for the  entity's  assumption  of all  obligations  under the lease.  Mr.
Metropoulos will have use of the leased facilities.  The transferred assets have
a net book value of approximately $1 million.                                   

     The International Home Foods board was aware of each of these interests and
considered them along with the other matters described above under "The Merger -
Background of the Merger" beginning on page ___.                                

Ownership Interest of International Home Foods Stockholders After the Merger    

     Based on  74,130,049  shares  of  International  Home  Foods  common  stock
outstanding as of May 31, 2000 and an assumed  exchange  ratio of .55000,  there
will be approximately  533,118,894 shares of ConAgra common stock outstanding at
the  completion  of the  merger,  of which the former  International  Home Foods
stockholders will own an aggregate of approximately 7.65%.                      

Treatment of Existing International Home Foods Stock Options                    

     The merger  agreement  provides  that holders of  International  Home Foods
stock  options  will  receive the  economic  value of their  options to purchase
International  Home Foods common stock in part in cash and in part in options to
purchase  ConAgra  common stock.  The economic  value of an option to purchase a
share of  International  Home Foods will be the  difference  between $22 and the
option exercise price.                                                          

     Options  representing  one-half of the economic  value of all of a holder's
options will be cancelled  and cashed out. The holder will receive cash for each
of the cashed out  options  in an amount  equal to $22 less the option  exercise
price.                                                                          

     The holder's options which are not cashed out,  approximately the remaining
one-half  of the  options,  will be assumed  by  ConAgra as options to  purchase
shares of ConAgra  common stock.  The options to purchase  ConAgra common stock,
including  options  held  by  International   Home  Foods'  management  and  the
International  Home  Foods  board,  will  have  material  terms  and  provisions
substantially  the same as the  options  to  purchase  International  Home Foods
common  stock.  The holder of the  assumed  portion of the  options to  purchase
ConAgra common stock will be entitled to purchase:                              

     o    the number of shares of ConAgra common stock that equals two times the
          product  of  the  exchange ratio multiplied by the number of shares of
          International  Home  Foods common stock subject to the assumed portion
of the options;                                             

     o    at an option exercise price determined by dividing the option exercise
          price  prior  to  the merger by the quotient of (1) $22 divided by (2)
   the average trading price used to determine the exchange ratio.

     The exchange  ratio will be determined  by market prices of ConAgra  common
stock prior to merger and is described under "The Merger - Merger Consideration"
on page __.                                                                     

     Not  all of the  International  Home  Foods  stock  options  are  currently
exercisable.  International Home Foods will amend the terms of the International
Home Foods stock options so that all of the options will be  exercisable in full
immediately prior to the merger.                                                

     The following example  illustrates the manner in which  International  Home
Foods stock options will be treated in the merger,  assuming for the purposes of
this example that the option is exercisable for 100 shares of International Home
Foods common stock, the exercise price is $12.00,  the exchange ratio is .55000,
and the average trading price used to determine the exchange ratio is $20.      

     One-half of the  economic  value of the option,  assumed  equivalent  to 50
shares,  will be cashed out for $500,  calculated by subtracting  the $12 option
exercise price from the $22 target merger value and  multiplying  that figure by
the 50 shares. The remaining economic value of the option, assumed equivalent to
the remaining 50 shares, will be assumed by ConAgra as follows:                 

                                                                [Download Table]
                                                                                 
                              One-Half Economic Value of                         
                               International Home Foods       Post-Merger        
                                  Stock Options           ConAgra Stock Option   
                              --------------------------  --------------------   
Number of shares.............             50                        55           
Exercise price...............        $12 per share           $10.91 per share    
Exercisable for..............  International Home Foods           ConAgra        
                                      common stock              common stock     
Exercise Times...............           Various           Immediately Exercisable

     The 55 shares of ConAgra common stock in the above example is calculated by
multiplying 50 shares of International  Home Foods common stock by 1.1, which is
two times the assumed  exchange  ratio of .55. The $10.91  exercise price in the
above example is calculated by dividing the exercise price of $12.00 by 1.1, the
quotient  of $22  divided by $20,  the  assumed  average  trading  price used to
determine the exchange ratio.                                                   

     At May 31, 2000, there were outstanding  options to acquire an aggregate of
approximately 11,216,002 shares of International Home Foods common stock.       

Stock Exchange Listing                                                          

     ConAgra has agreed to cause the shares of ConAgra  common  stock  issued in
connection with the merger and upon exercise of the assumed options to be listed
on the New York Stock  Exchange.  See "The Merger  Agreement - Conditions to the
Completion of the Merger" on page ___.                                          

Delisting and Deregistration of International Home Foods Common Stock           

     If the merger is completed,  the common stock of  International  Home Foods
will be delisted from the New York Stock Exchange and will be deregistered under
the Securities  Exchange Act of 1934. The  stockholders  of  International  Home
Foods will become stockholders of ConAgra, and their rights as stockholders will
be governed by ConAgra's  certificate of incorporation and ConAgra's bylaws. See
the section  entitled  "Comparison  of Rights of Holders of ConAgra Common Stock
and International Home Foods Common Stock" on page ___.                         

Accounting Treatment                                                            

     The merger will be accounted for as a purchase in accordance with generally
accepted accounting  principles.  As a result,  ConAgra will record the tangible
and  intangible  assets and  liabilities  of  International  Home Foods at their
estimated  fair values and will record as  goodwill  the excess of the  purchase
price over the estimated fair values. From the date of the merger, the operating
results  of  International  Home  Foods  will be  combined  with the  results of
ConAgra.                                                                        

Government and Regulatory Approvals                                             

     Under the Hart-Scott-Rodino  Antitrust Improvement Act of 1976, as amended,
and the  accompanying  rules,  ConAgra  and  International  Home  Foods  may not
complete the merger until they have filed the  required  notifications  with the
Federal Trade  Commission and the Antitrust  Division of the U.S.  Department of
Justice,  and have waited a specified period of time. On June 23, 2000,  ConAgra
and  International  Home  Foods  filed  the  notifications  required  under  the
Hart-Scott-Rodino  Act. The waiting  period under the  Hart-Scott-Rodino  Act in
this  transaction  is 30 days,  and will  expire at 11:59 p.m.  on July 23, 2000
unless  terminated  prior to that  time by the FTC and the  Justice  Department.
Until the waiting  period expires or is  terminated,  ConAgra and  International
Home Foods may not complete the merger. Either the FTC or the Justice Department
may extend the waiting period by requesting additional information.  The FTC and
the Justice Department could take action under the antitrust laws that they deem
necessary to prevent harm to  competition.  This action could include seeking to
enjoin the merger or  seeking  ConAgra's  divestiture  of  specific  businesses.
Private parties, state antitrust agencies, and foreign governmental  authorities
may also take legal action under the antitrust laws.                            

     In  addition,  ConAgra  and  International  Home Foods  filed a  short-form
premerger  notification  with the  Competition  Bureau in Canada on  __________,
2000.  The  application  waiting  period  under  the  Competition  Act of Canada
will expire on __________, 2000.                                                

     ConAgra and  International  Home Foods also made  initial  filings with the
Mexican  Federal  Economic  Competition  Commission  on  __________,  2000.  The
application  waiting period under the Mexican Federal  Economic  Competition Law
will expire on __________, 2000.                                                

     Based on the information  available,  ConAgra and International  Home Foods
believe  that the merger  will comply with all  significant  federal,  state and
foreign antitrust laws. ConAgra has agreed to take all action as may be required
to obtain  clearance  under the  Hart-Scott-Rodino  Act, the  Competition Act of
Canada and the Mexican Federal Economic Competition Law in order to complete the
merger.  ConAgra's failure to obtain such clearance by _______, 2000 is deemed a
material breach of the merger agreement.  ConAgra and  International  Home Foods
cannot assure you, however,  that there will not be a challenge to the merger on
antitrust  grounds or that,  if this type of  challenge  were made,  ConAgra and
International Home Foods would prevail.                                         

Exchange Procedures                                                             

     Detailed  instructions,  including a transmittal  letter, will be mailed to
International  Home Foods  stockholders  promptly following the merger as to the
method of exchanging  certificates formerly representing shares of International
Home Foods common stock.  International Home Foods stockholders  should not send
certificates  representing  their  shares to anyone  prior to the receipt of the
transmittal letter.                                                             

     ConAgra  will  designate a bank or trust  company to act as exchange  agent
under the merger  agreement.  Immediately  following  the merger,  ConAgra  will
deliver, in trust, to the exchange agent,  certificates evidencing the shares of
ConAgra common stock issuable and cash payable pursuant to the merger agreement.

     At the effective time of the merger, all shares of International Home Foods
common stock will be cancelled and will cease to exist.  At the effective  time,
the stock  transfer  books of  International  Home  Foods  will be closed and no
transfer of shares of International Home Foods common stock will subsequently be
made. As soon as practicable  after the effective  time,  ConAgra will cause the
exchange  agent to mail to each  holder of record of  International  Home  Foods
certificates:                                                                   

     o    a letter of transmittal specifying that delivery will be effected, and
          risk  of  loss  and title to the International Home Foods certificates
          will  pass,  only upon proper delivery of the International Home Foods
certificates to the exchange agent; and                     

     o    instructions  for  use  in  surrendering  the International Home Foods
          certificates  in exchange for the cash and  ConAgra common stock to be
received in the merger.                                     

     Upon surrender of an International  Home Foods certificate for cancellation
to the exchange  agent,  together with a completed  letter of  transmittal,  the
holder of an  International  Home Foods  certificate will be entitled to receive
$11 in cash per share of International Home Foods common stock and the number of
shares of  ConAgra  common  stock  equal to the  product of the  exchange  ratio
multiplied  by the number of shares of  International  Home Foods  common  stock
formerly represented by the surrendered International Home Foods certificate.   

     No certificate  representing any fractional  shares of ConAgra common stock
will be issued upon the  surrender  of  International  Home Foods  certificates.
International  Home  Foods  stockholders  will  receive  cash  in  lieu  of  any
fractional  share of ConAgra common stock. No dividend or  distribution  will be
payable on the fractional  shares,  and the fractional  share interests will not
entitle the owner to vote or enjoy any other rights of a ConAgra stockholder.   

     No dividends or other distributions,  if any, payable to holders of ConAgra
common stock,  shall be payable to any person who has not surrendered his or her
International  Home Foods  certificates.  Subject to applicable  law, if ConAgra
declares a dividend  or other  distribution  after the  effective  time,  former
International  Home Foods stockholders will be entitled to receive that payment.
In no event will the person entitled to receive dividends or other distributions
be entitled to receive interest on those payments.                              

     If any cash is to be paid to or ConAgra  certificate issued in a name other
than that in which the  surrendered  International  Home  Foods  certificate  is
registered,  the  surrendered  International  Home  Foods  certificate  must  be
properly  endorsed  and  otherwise  in  proper  form for  transfer.  The  person
requesting  the  exchange  also must pay to the  exchange  agent any  applicable
transfer or other taxes.                                                        

     ConAgra or the exchange  agent will be entitled to deduct and withhold from
the  consideration  payable in the merger to any  holder of  International  Home
Foods common  stock any amounts as are required  under any tax law. Any withheld
amounts will be treated for all purposes of the merger  agreement as having been
paid to the holder of International Home Foods common stock.                    

Resales of ConAgra Common Stock                                                 

     All  shares of ConAgra  common  stock  issued in the merger  will be freely
transferable,  except that SEC rules will restrict  sales of shares  received by
any person who may be deemed to be an  "affiliate" of  International  Home Foods
prior to the merger. International Home Foods will identify the persons who fall
within the definition of "affiliate."  Under the SEC rules,  during the-one year
period following the merger,  affiliates of International  Home Foods may resell
publicly  the ConAgra  common  stock  received in the merger  subject to certain
volume and manner of sale restrictions. After one year, if that person is not an
affiliate  of ConAgra  and  ConAgra  is  current  in the filing of its  periodic
securities  law  reports,  a former  affiliate of  International  Home Foods may
freely resell the ConAgra  common stock  received in connection  with the merger
without  limitation.  After two years from the merger,  if that person is not an
affiliate  of ConAgra at the time of sale or for at least three  months prior to
the sale,  that  person may freely  resell the  ConAgra  common  stock,  without
limitation.                                                                     

     International Home Foods will use its reasonable best efforts to cause each
affiliate  to deliver to ConAgra an executed  affiliate  agreement  prior to the
completion  of the  merger,  providing  that he or she will only  dispose of any
shares of ConAgra common stock issued to that person in the merger:             

o    under an effective registration statement; or                    

o    in compliance with the SEC rules.                                

     ConAgra has agreed to register  shares of ConAgra  common stock received by
specified  International  Home Foods  stockholders  for  resales  following  the
merger.  See "The Merger - Interests of Persons That Differ From Your Interests"
above.                                                                          

Appraisal Rights                                                                

     Delaware law entitles the holders of record of shares of International Home
Foods  common  stock who follow the  procedures  specified in Section 262 of the
Delaware General  Corporation Law to have their shares appraised by the Delaware
Court of  Chancery  and to receive  the "fair  value" of those  shares as of the
completion  of the  merger as  determined  by the  court in place of the  merger
consideration.  In order to exercise these rights, a stockholder must demand and
perfect the rights in accordance with Section 262. The following is a summary of
the  material  portions  of Section  262 and is  qualified  in its  entirety  by
reference  to Section  262, a copy of which is attached as Annex C to this proxy
statement/prospectus.  Stockholders  should carefully review Section 262 as well
as information discussed below.                                                 

     If a stockholder of  International  Home Foods elects to exercise the right
to an  appraisal  under  Section  262,  that  stockholder  must  do  all  of the
following:                                                                      

     o    file  with  International  Home Foods at its main office in Greenwich,
          Connecticut, a written demand for appraisal of shares of International
          Home  Foods  common  stock  held,   which  demand  must  identify  the
          stockholder  and  expressly  request  an appraisal, before the vote is
          taken  on  the  merger  agreement at the special meeting; this written
          demand  for  appraisal  must  be  in addition to and separate from any
          proxy  or  vote  against the merger agreement; neither voting against,
          abstaining  from  voting  nor  failing to vote on the merger agreement
        will constitute a demand for appraisal within the meaning of Section
262;                                                        

     o    not  vote  in  favor  of  the  merger  agreement; a failure to vote or
          abstaining  from  voting  will satisfy this requirement, but a vote in
          favor of the merger agreement, by proxy or in person, or the return of
          a  signed  proxy that does not specify an abstention or a vote against
          adoption  of  the  merger  agreement,  will constitute a waiver of the
          stockholder's right of appraisal and will nullify any previously filed
written demand for appraisal; and                           

 o    continuously hold the shares of record until the completion of the
merger.                                                     

     All written demands for appraisal should be addressed to International Home
Foods, Inc., 100 Northfield  Street,  Greenwich,  Connecticut 06830,  before the
vote is taken on the merger  agreement at the special  meeting.  The demand must
reasonably  inform  International  Home Foods of the identity of the stockholder
and  that  the  stockholder  is  demanding  appraisal  of his or her  shares  of
International Home Foods common stock.                                          

     The  written  demand for  appraisal  must be  executed by or for the record
holder of shares of International  Home Foods common stock, fully and correctly,
as the holder's name appears on the certificate(s) for his or her shares. If the
shares  of  International  Home  Foods  common  stock  are  owned of record in a
fiduciary capacity,  such as by a trustee,  guardian or custodian,  execution of
the demand must be made in that capacity,  and if the shares are owned of record
by more than one person,  such as in a joint  tenancy or tenancy in common,  the
demand  must be  executed  by or for all  joint  owners.  An  authorized  agent,
including one of two or more joint owners,  may execute the demand for appraisal
for a holder of record; however, the agent must identify the record owner(s) and
expressly  disclose the fact that, in executing the demand,  the agent is acting
as agent for the record owner(s).                                               

     A beneficial owner of shares of International  Home Foods common stock held
in "street name" who desires  appraisal  should take actions as may be necessary
to ensure that a timely and proper  demand for  appraisal  is made by the record
holder of the  shares.  Shares of  International  Home Foods  common  stock held
through brokerage firms,  banks and other financial  institutions are frequently
deposited with and held of record in the name of a nominee of a central security
depository,  such  as Cede & Co.  and  others.  Any  beneficial  owner  desiring
appraisal  who holds shares of  International  Home Foods common stock through a
brokerage firm, bank or other financial  institution is responsible for ensuring
that the  demand for  appraisal  is made by the record  holder.  The  beneficial
holder of the shares  should  instruct the firm,  bank or  institution  that the
demand for appraisal should be made by the record holder of the shares which may
be the  nominee of a central  security  depository  if the  shares  have been so
deposited.  As required by Section 262, a demand for appraisal  must  reasonably
inform  International  Home Foods of the  identity of the  holder(s)  of record,
which may be a nominee as described above, and of the holder's intention to seek
appraisal of the shares of International Home Foods common stock.               

     A record holder, such as a broker, fiduciary,  depository or other nominee,
who holds  shares of  International  Home Foods  common  stock as a nominee  for
others, may exercise appraisal rights with respect to the shares held for all or
less  than all  beneficial  owners of the  shares as to which the  person is the
record  owner.  In that case,  the  written  demand must set forth the number of
shares of International Home Foods common stock covered by the demand. Where the
number of shares is not expressly  stated,  the demand will be presumed to cover
all shares of International  Home Foods common stock  outstanding in the name of
the record owner.                                                               

     Within  ten  days  after  the  completion  of  the  merger,  the  surviving
corporation of the merger will give written notice of the date of the completion
of the merger to each stockholder of  International  Home Foods who has properly
demanded appraisal and satisfied the requirements of Section 262, referred to in
this document as a dissenting stockholder.  Within 120 days after the completion
of the merger, the surviving corporation or any dissenting  stockholder may file
a petition in the Delaware  chancery court demanding a determination of the fair
value of the shares of  International  Home Foods  common stock that are held by
all dissenting  stockholders.  Any dissenting  stockholder desiring to file this
petition is advised to file the petition on a timely basis unless the dissenting
stockholder  receives  notice  that a  petition  has  already  been filed by the
surviving corporation or another dissenting stockholder.                        

     If a petition for appraisal is timely filed, the court will determine which
stockholders  are entitled to appraisal rights and will determine the fair value
of the shares of  International  Home  Foods  common  stock  held by  dissenting
stockholders,  exclusive of any element of value arising from the accomplishment
or expectation of the merger,  together with a fair rate of interest, if any, to
be paid on the amount  determined to be fair value.  In determining  fair value,
the court shall take into account all relevant factors.  The court may determine
fair value to be more  than,  less than or equal to the  consideration  that the
dissenting  stockholder  would otherwise be entitled to receive  pursuant to the
merger  agreement.  If a petition for  appraisal is not timely  filed,  then the
right to an appraisal shall cease.  The costs of the appraisal  proceeding shall
be determined by the court and taxed against the parties as the court determines
to be equitable under the circumstances.  Upon application of a stockholder, the
court may order all or a portion of the expenses  incurred by any stockholder in
connection with the appraisal  proceeding,  including reasonable attorneys' fees
and the fees and  expenses of experts,  to be charged pro rata against the value
of all shares of International Home Foods common stock entitled to appraisal.   

     From and after the  completion  of the merger,  no  dissenting  stockholder
shall have any rights of an International Home Foods stockholder with respect to
that  holder's  shares for any  purpose,  except to receive  payment of its fair
value and to receive payment of dividends or other distributions on the holder's
shares  of   International   Home  Foods  common  stock,  if  any,   payable  to
International  Home  Foods  stockholders  of  record  as of a date  prior to the
completion of the merger. If a dissenting  stockholder delivers to the surviving
corporation a written  withdrawal of the demand for an appraisal  within 60 days
after the completion of the merger or subsequently  with the written approval of
the surviving corporation,  or, if no petition for appraisal is filed within 120
days  after the  completion  of the  merger,  then the right of that  dissenting
stockholder to an appraisal will cease and the  dissenting  stockholder  will be
entitled to receive only the merger consideration. Once a petition for appraisal
is filed with the Delaware court, the appraisal  proceeding may not be dismissed
as to any stockholder without the approval of the court.                        

     If you wish to exercise your appraisal  rights,  you must not vote in favor
of the merger  agreement and must strictly  comply with the procedures set forth
in Section 262 of the Delaware General Corporation Law.                         

     If you fail to take any required  step in  connection  with the exercise of
appraisal rights, it will result in the termination or waiver of these rights.  

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THE MERGER AGREEMENT

General                                                                         

     The following description  summarizes additional material provisions of the
merger  agreement.  You should  carefully  read the merger  agreement,  which is
attached as Annex A to this  document  and  incorporated  by  reference  in this
document.                                                                       

Representations and Warranties                                                  

     The merger  agreement  contains various  representations  and warranties of
ConAgra, its acquisition subsidiary and International Home Foods including those
concerning:                                                                     

                                                        [Enlarge/Download Table]
                                                                                                                 
     o    corporate organization and similar corporate        o    government approvals and required consents    
          matters                                                                                                
                                                              o    documents and other reports filed with the SEC
     o    certificate of incorporation and bylaws                                                                
                                                              o    absence of specified  changes or events       
     o    capitalization                                                                                         
                                                              o    information provided in this document         
     o    corporate authority                                                                                    
                                                              o    absence of undisclosed liabilities            
     o    compliance with laws                                                                                   
                                                              o    employee benefit plans and ERISA              
     o    non-contravention of existing arrangements                                                             
                                                              o    absence of common stock ownership             

     The  merger  agreement  also  contains   additional   representations   and                                 
warranties of International Home Foods including those concerning:                                               

     o    subsidiaries                                        o    environmental matters                         

     o    actions and legal proceedings                       o    affiliate transactions                        

     o    specified contracts and arrangements                o    financial advisor's opinion                   

     o    taxes                                               o    brokers                                       

     o    intellectual property                               o    fees                                          


Conduct of Business Pending the Merger                                          

     International  Home Foods has agreed that,  prior to the  completion of the
merger, it and its subsidiaries will generally:                                 

o    conduct their business as usual;                                 
o    preserve their present business organization;                    
   o    keep available the services of their officers and key employees; and
o    preserve their existing business relationships.                  

     The  merger   agreement   precludes   International   Home  Foods  and  its
subsidiaries  from a number of  corporate  acts prior to the  completion  of the
merger,  without the prior written  consent of ConAgra,  including the following
actions:                                                                        

o    amending organizational documents;                               
o    changing its capital stock;                                      
o    paying any dividends;                                            
o    acquiring any of its capital stock;                              
     o    issuing  or encumbering any shares or options except upon the exercise
of currently existing options;                              
     o    acquiring  another  business entity or disposing of assets outside the
ordinary course of business;                                
     o    making any loans or investments, except for intracompany transactions,
          existing  obligations  or in the ordinary course of business in excess
of $5,000,000;                                              
o    incurring any debt, except in the ordinary course of business;   
     o    paying  any  material obligations other than in the ordinary course of
business or pursuant to an existing contract;               
o    modifying any benefit of a non-competition agreement;            
     o    entering  into  any  new  material  line  of business or incurring any
        capital expenditures, other than in the ordinary course of business;
     o    voluntarily  permitting  any insurance policy to terminate, other than
in the ordinary course of business;                         
     o    increasing  any  compensation or adopting, changing or terminating any
          benefits,  employee  plans  or agreements for any director, officer or
          employee,  or  making  contributions  to  employee plans except in the
     ordinary course of business or pursuant to an existing agreement;
     o    making any change in accounting or tax policies, except as required by
   law or to comply with generally accepted accounting principles;
o    changing International Home Foods' fiscal year;                  
     o    making any material tax election, other than in the ordinary course of
business;                                                   
     o    taking  any  action with knowledge that the action could reasonably be
          expected to result in a breach of a condition to the merger agreement;
     o    arranging  any severance or change of control payment, or amending any
existing severance or change of control agreement;          
     o    entering  into  any  material contract, except for contracts expressly
permitted pursuant to the merger agreement; or              
o    agreeing to take any of the above actions.                       

     The merger agreement also precludes  ConAgra from engaging in the following
acts prior to the completion of the merger, without the prior written consent of
International Home Foods:                                                       

o    amending or changing its organizational documents;               
     o    paying any dividend or other distribution except for regular quarterly
cash dividends;                                             
     o    making  any  change  in  accounting  policies,  except in the ordinary
          course  of  business,  as  required  by  generally accepted accounting
  principles or as required by any other governmental entity; or
     o    taking  any  action with knowledge that the action could reasonably be
          expected to result in a breach of a condition to the merger agreement.

Indemnification, Insurance and Release                                          

     ConAgra and International  Home Foods have agreed that the  indemnification
and   limitations  on  liability  under   International   Home  Foods'  and  its
subsidiaries' charter documents and indemnity agreements will continue following
the merger.  To the extent permitted by the Delaware  General  Corporation Law ,
the  advancement  of  expenses  and  costs to the  indemnified  persons  will be
mandatory and not permissive.                                                   

     ConAgra  further  agreed  that for six years  after the  completion  of the
merger,  directors  and officers  liability and  fiduciary  liability  insurance
policies will be maintained  covering persons  indemnified by International Home
Foods. ConAgra will not be required to incur an annual premium in excess of 150%
of the annual premium paid by International Home Foods. If equivalent  insurance
coverage is not obtainable,  the best coverage available for the maximum premium
will be obtained.                                                               

     ConAgra has agreed to release the  stockholders,  directors and officers of
International  Home Foods from any liability or obligation in connection with or
under the merger agreement,  voting agreements or registration  rights agreement
except to the extent any of them are express signatories to the agreements.  The
release of liability does not apply to claims for intentional misrepresentations
by any of them to International Home Foods' independent  auditors or included in
documents filed by  International  Home Foods with the SEC which would cause the
financial information of the company to be materially misstated.                

No Solicitation                                                                 

International Home Foods has agreed that it will not:                 

     o    solicit,  initiate  any inquiry or initiate the making of any proposal
regarding any takeover proposal;                            
     o    engage  in negotiations with or provide information to any person with
respect to any takeover proposal; or                        
     o    enter into any agreement, arrangement or understanding with respect to
          any  takeover   proposal  or  other  arrangement  that  would  require
International Home Foods to not complete the merger.        

     A "takeover  proposal" means an inquiry or a proposal  regarding a business
combination  with, or the sale of all or a substantial  portion of the assets or
15%  or  more  of the  capital  stock  of,  International  Home  Foods  and  its
subsidiaries. International Home Foods has agreed that it will immediately cease
any  existing  discussions  or  negotiations  with any party with respect to any
takeover proposal.                                                              

     Notwithstanding  the  foregoing,  the  International  Home Foods  board may
furnish  information to or negotiate or engage in discussions with any person in
response to an unsolicited written takeover proposal, if the board determines in
good faith and after  consulting with counsel and its financial  advisers,  that
the takeover  proposal is or could  reasonably be expected to lead to a superior
proposal. The International Home Foods board can withdraw,  modify or change its
approval or recommendation  for the merger and may recommend a superior proposal
from another person if the board  determines in good faith after consulting with
counsel,  that  it  must do so to  comply  with  its  fiduciary  obligations.  A
"superior proposal" is any written and unsolicited  takeover proposal for 50% or
more of  International  Home  Foods  capital  stock or 75% or more of its assets
which the  International  Home  Foods  board  determines  in good  faith,  after
consulting  with  financial  advisors and counsel,  to be more  favorable to its
stockholders  from a financial point of view than the merger with ConAgra and to
be reasonably capable of being completed.                                       

Board Recommendation                                                            

     Except  as  required  to  comply  with  its  fiduciary   obligations,   the
International Home Foods board has agreed to:                                   

     o    recommend  that  the  International  Home Foods stockholders adopt the
merger agreement;                                           
 o    include its recommendation in this proxy statement/prospectus; and
     o    take  all  reasonable  action  to  solicit  and obtain approval of the
merger.                                                     

Affiliate Agreements                                                            

     International  Home Foods will provide ConAgra with a list of those persons
who are "affiliates"  within the meaning of SEC rules.  International Home Foods
will use its  reasonable  best  efforts  to cause each  affiliate  to deliver an
executed  affiliate  agreement to ConAgra prior to the completion of the merger.
Under these agreements,  each  International Home Foods affiliate will agree not
to dispose of his or her shares of ConAgra  common stock  received in the merger
except pursuant to an effective registration statement or in compliance with SEC
rules. ConAgra will be entitled to place appropriate legends on the certificates
evidencing  any ConAgra  common stock to be received by the  International  Home
Foods  affiliates  pursuant to the terms of the merger  agreement,  and to issue
appropriate  stop transfer  instructions  to the transfer  agent for the ConAgra
common stock, consistent with the terms of the affiliate agreements. ConAgra has
agreed  to  register  shares of  ConAgra  common  stock  received  by  specified
International Home Foods stockholders for resales following the merger. See "The
Merger - Interests of Persons That Differ From Your Interests" on page ____.    

Conditions to the Completion of the Merger                                      

     Completion  of the  merger is subject  to the  conditions  set forth in the
merger agreement.  The obligations of both ConAgra and International  Home Foods
are subject to the satisfaction or waiver of each of the following conditions:  

     o    adoption  of  the merger agreement by the holders of a majority of the
outstanding shares of International Home Foods common stock;
    o    the receipt of all necessary government authorizations and approvals;
     o    the  expiration  or  termination of the waiting period under the Hart-
          Scott-Rodino  Act,  the  Competition  Act  of  Canada  and the Mexican
Federal Economic Competition Law;                           
     o    continued  effectiveness  of  the registration statement of which this
document is a part;                                         
     o    the absence of any court order, injunction or law that would make  the
          merger  or  voting agreement illegal or prohibit the completion of the
merger.                                                     
     o    the  representations  and warranties of the other party being true and
correct in all material respects; and                       
     o    the  performance  by  the  other party in all material respects of all
          obligations required to be performed by it under the merger agreement.

     The  obligation of  International  Home Foods to  consummate  the merger is
further conditioned on the listing on the New York Stock Exchange of the ConAgra
common  stock to be issued  in the  merger  and  ConAgra's  compliance  with its
obligations under the registration rights agreement.                            

Termination                                                                     

     ConAgra and  International  Home Foods can  mutually  consent in writing to
terminate the merger agreement any time before the merger is completed.         

     In addition,  either ConAgra or  International  Home Foods can, without the
consent of the other, terminate the merger agreement if:                        

o    the merger is not completed by November 30, 2000;                
     o    the  requisite  number of International Home Foods stockholders do not
adopt the merger agreement; or                              
     o    a  governmental  entity  permanently  enjoins, orders or prohibits the
          completion of the merger; provided, however, that the party seeking to
          terminate the merger agreement has used its reasonable best efforts to
overturn the action.                                        

ConAgra can terminate the merger agreement if:                        

     o    there   is   a   material   breach   of   International   Home  Foods'
          representations,  warranties,  covenants  or agreements, which, in the
          case  of  a  breach  of  representations  and warranties, would have a
          material  adverse  effect  on  International Home Foods and the breach
after notice is not cured or curable within 15 days;        
o    the International Home Foods board:                              
          o  fails  to  convene  a  meeting  to  adopt  the  merger agreement by
__________, 2000;                                     
          o  fails  to  recommend  the  adoption  of the merger agreement to the
International Home Foods stockholders; or             
          o  withdraws,  amends  or  modifies  its  recommendation of the merger
             agreement in a manner adverse to ConAgra, or fails to reconfirm its
             recommendation  within  two  business  days of a written request by
ConAgra.                                              

International Home Foods can terminate the merger agreement if:       

     o    prior  to  the  time that the stockholders adopt the merger agreement,
          International  Home  Foods  enters  into  a definitive agreement for a
superior proposal; or                                       
     o    there  is  a material breach of ConAgra's representations, warranties,
          covenants   or   agreements   which,  in  the  case  of  a  breach  of
          representations  and  warranties, would have a material adverse effect
          on ConAgra, and the breach after notice is not cured or curable within
15 days.                                                    

Termination Fees and Expenses                                                   

     International  Home Foods will pay ConAgra a termination fee of $50,000,000
if:                                                                             

     o    ConAgra terminates the merger agreement because the International Home
Foods board:                                                
          o  fails  to  convene  a  meeting  to  adopt  the  merger agreement by
__________, 2000;                                     
          o  fails  to  recommend  the  adoption  of the merger agreement to the
International Home Foods stockholders;                
          o  withdraws,  amends  or  modifies  its  recommendation of the merger
             agreement in a manner adverse to ConAgra, or fails to reconfirm its
             recommendation  within  two  business  days of a written request by
ConAgra; or                                           
     o    International Home Foods terminates the merger agreement prior to  the
          time  that  the  stockholders  adopt  the  merger  agreement,  because
          International  Home  Foods  entered  into a definitive agreement for a
superior proposal; or                                       
     o    ConAgra  or  International  Home Foods terminates the merger agreement
          because  the  International  Home  Foods stockholders do not adopt the
          merger   agreement,   and   within   12   months  of  the  termination
          International  Home  Foods  consummates  a takeover proposal or enters
  into a definitive agreement to consummate a takeover proposal.

     ConAgra and International Home Foods will each pay their own expenses, fees
and costs incurred in the merger.                                               

Amendment                                                                       

     The merger  agreement may be amended,  modified or supplemented at any time
prior to the  completion of the merger only by the written  agreement of ConAgra
and  International  Home Foods.  After  adoption of the merger  agreement by the
International Home Foods stockholders,  however,  no amendment,  modification or
supplementation  that under applicable law requires further stockholder approval
will be made without such further required  approval of the  International  Home
Foods stockholders.                                                             

Waiver                                                                          

     At any time prior to the completion of the merger, ConAgra or International
Home Foods may:                                                                 

     o    extend the time for the performance of any of the obligations or other
acts of the other;                                          
     o    waive  any  inaccuracies  in the representations and warranties of the
          other   contained   in   the   merger  agreement  or  other  documents
contemplated pursuant to the merger; and                    
     o    waive compliance by the other with any of the agreements or conditions
  contained in the merger agreement which may legally be waived.

Any extension or waiver will be valid only if set forth in a written  instrument
specifically referring to the merger agreement and signed on behalf of the party
granting the extension or waiver.                                               

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 VOTING AGREEMENTS

     In connection with the merger  agreement,  ConAgra and  International  Home
Foods  entered  into  voting  agreements  with C.  Dean  Metropoulos  and  three
investment limited partnerships, the Hicks Muse group, controlled by Hicks Muse.
As of the  International  Home Foods record  date,  the Hicks Muse group and Mr.
Metropoulos owned an aggregate of 31,963,001 shares of International  Home Foods
common  stock,  representing  approximately  43.1%  of the  voting  power of the
outstanding  International  Home Foods common stock. Mr.  Metropoulos also holds
currently  exercisable options to acquire 1,853,581 shares of International Home
Foods common stock.  The Hicks Muse group and Mr.  Metropoulos  entered into the
voting agreements with ConAgra and International  Home Foods with respect to the
shares they own or may acquire,  including by exercising  options,  prior to the
merger, and:                                                                    

     o    agreed  to  revoke  any  previous  proxies  for voting their shares of
International Home Foods common stock;                      
     o    irrevocably  agreed to vote all of their  shares of International Home
          Foods  common  stock  for  the  adoption  of  the merger agreement and
          against  any  takeover transaction or other action likely to adversely
affect the merger; and                                      
     o    granted   ConAgra  an  irrevocable  proxy  to  vote  their  shares  of
          International Home Foods common stock in accordance with the terms  of
the voting agreements.                                      

     The Hicks Muse group and Mr. Metropoulos agreed that they will not transfer
any of their shares of International  Home Foods common stock, grant any proxies
with  respect  to their  shares or enter into any  contract  or  agreement  with
respect to their  shares or take any other  action with  respect to their shares
which would constitute a violation of the voting agreements.                    

     The Hicks Muse group and Mr. Metropoulos  further agreed, in their capacity
as  International  Home Foods  stockholders,  that, prior to the effective time,
they will not directly or indirectly:                                           

     o    solicit  or  initiate  any  proposal for a takeover proposal involving
International Home Foods; or                                
     o    negotiate or otherwise engage in discussions or enter into  agreements
          with any person, other than ConAgra and its representatives, regarding
a takeover proposal involving International Home Foods.     

Each of the Hicks Muse group and Mr. Metropoulos agreed that          

     o    in  the  event the merger agreement is terminated and as a consequence
ConAgra is paid the $50,000,000 termination fee, and        
     o    International Home Foods is acquired in a transaction superior to  the
          transaction  with  ConAgra  that  is  entered  into  within  12 months
following the termination, then                             
     o    the Hicks Muse group and Mr. Metropoulos each will pay  ConAgra 50% of
          the  consideration received by them in excess of $22 for each of their
shares of International Home Foods common stock.            

     The voting agreements terminate on the earlier of (1) the merger or (2) the
termination  of the merger  agreement  in  accordance  with its terms.  See "The
Merger  Agreement - Termination" on page ____.  However,  the obligations of the
Hicks Muse group and Mr.  Metropolous  to pay ConAgra  50% of the  consideration
they receive in excess of $22 per share of common stock for subsequent  superior
transactions survive the termination of the voting agreements.                  

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 UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

     The following unaudited pro forma combined condensed  financial  statements
give effect to the merger using the purchase method of accounting,  after giving
effect to the pro forma  adjustments  described in the  accompanying  notes. The
unaudited pro forma combined  condensed  financial  statements should be read in
conjunction  with the audited and unaudited  historical  consolidated  financial
statements  and  notes of  ConAgra  and  International  Home  Foods,  which  are
incorporated  by  reference  in this  document.  You may obtain the  information
incorporated by reference into this proxy statement/prospectus without charge by
following  the  instructions  in the section  entitled  "Where You Can Find More
Information" on page __ of this proxy statement/prospectus.                     

     The  unaudited  pro forma  combined  condensed  statements of earnings give
effect to the merger as if it had  occurred  at the  beginning  of the  earliest
period presented.  ConAgra's fiscal year ended on May 30, 1999 and International
Home Foods'  fiscal year ended on December 31,  1999.  The  unaudited  pro forma
combined  condensed  statements  of earnings for the year ended May 30, 1999 and
the   thirty-nine   weeks  ended   February  27,  2000  combine  the  historical
consolidated  statements  of earnings  of ConAgra  with the  recasted  unaudited
consolidated   statements  of  income  of  International   Home  Foods  for  the
twelve-month  period ended June 30, 1999 and the  nine-month  period ended March
31, 2000, respectively.  For purposes of presenting unaudited pro forma combined
condensed statements of earnings, International Home Foods' fiscal year has been
recasted  to June 30,  1999,  by  including  the  unaudited  reported  financial
statements for the quarter ended June 30, 1999 and the three  previous  quarters
ended March 31, 1999,  December 31, 1998 and September  30, 1998.  International
Home  Foods'  statements  of income for the  nine-months  ended  March 31,  2000
include unaudited  reported financial data for the quarter ended March 31, 2000,
December 31, 1999 and  September  30, 1999.  The  unaudited  pro forma  combined
condensed  balance  sheet  gives  effect to the merger as if it had  occurred on
February  27,  2000 and  combines  ConAgra's  consolidated  balance  sheet as of
February 27, 2000 with International Home Foods'  consolidated  balance sheet as
of March 31, 2000.                                                              

     The unaudited pro forma adjustments described in the accompanying notes are
based upon preliminary estimates and assumptions that the managements of ConAgra
and International  Home Foods believe are reasonable.  The pro forma adjustments
are  based  on the  information  and  assumptions  available  at the time of the
mailing of this  document.  The  purchase  price  allocation  will be  finalized
subsequent  to the  closing of the  transaction  and  finalization  of asset and
liability  valuations.  The unaudited  pro forma  combined  condensed  financial
statements are presented for illustrative purposes only and do not purport to be
indicative  of the  operating  results  or  financial  position  that would have
actually  occurred if the merger had been in effect on the dates indicated,  nor
is it necessarily  indicative of future operating results or financial  position
of the merged companies.  The unaudited pro forma combined  condensed  financial
statements do not give effect to any potential  cost savings or other  operating
efficiencies that we expect to result from the transaction.                     

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 CONAGRA, INC.
INTERNATIONAL HOME FOODS, INC.
 Pro Forma Combined Condensed Statements of Earnings
 For the Thirty-Nine Weeks Ended February 27, 2000
 (Unaudited)
(Amounts in Millions, Except Per Share Data)

                                                        [Enlarge/Download Table]
                                                                                                      
                                        ConAgra         International                                 
                                   Thirty-Nine Weeks     Home Foods                                   
                                         Ended        Nine Months Ended            Pro Forma          
                                    Feb. 27, 2000(1)  March 31, 2000(2)  Adjustments(5)    Combined(7)
                                    -------------     --------------     -----------       --------   
Net Sales.........................     $18,994.3          $ 1,679.0        ($283.3)        $20,390.0  

Costs and Expenses                                                                                    
  Cost of goods sold..............      15,859.0              880.3              --         16,739.3  
  Selling, administrative and                                                                         
     general expenses.............       2,142.4              573.4         (254.0)          2,461.8  
  Interest expense................         233.9               75.6            35.5            345.0  
  Restructuring/Impairment                                                                            
     charges......................          61.4                 --              --             61.4  
                                       ---------               ----      ----------             ----  
                                        18,296.7            1,529.3         (218.5)         19,607.5  
                                       ---------            -------         -------         --------  
Income before income taxes........         697.6              149.7          (64.8)            782.5  
Income taxes......................         265.1               78.4          (13.5)            330.0  
                                       ---------            -------         -------          -------  
Net Income .......................       $ 432.5            $  71.3         ($51.3)           $452.5  
                                         =======            =======         =======           ======  
Income per share - basic (6):            $   .91            $   .97                             $.88  
                                         =======            =======                             ====  
Income per share - diluted (6):          $   .90            $   .94                             $.87  
                                         =======            =======                             ====  

 See notes to unaudited pro forma combined condensed financial statements.

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 CONAGRA, INC.
INTERNATIONAL HOME FOODS, INC.
 Pro Forma Combined Condensed Statements of Earnings
 For the Year-Ended May 30, 1999
 (Unaudited)
(Amounts in Millions, Except Per Share Data)

                                                        [Enlarge/Download Table]
                                                                                                           
                                       ConAgra      International Home Foods                               
                                     Fiscal Year          Fiscal Year                  Pro Forma           
                                       Ended                  Ended           ---------------------------- 
                                   May 30, 1999(1)      June 30, 1999(2)      Adjustments(5)    Combined(7)
                                   ------------         -------------         -----------       --------   
Net Sales.........................     $24,594.3             $1,935.5            ($298.3)       $26,231.5  
Costs and Expenses:                                                                                        
  Cost of goods sold..............      20,556.2              1,034.7                  --        21,590.9  
  Selling, administrative and                                                                              
     general expenses.............       2,598.4                637.1             (259.2)         2,976.3  
  Interest expense................         316.6                 99.8                48.3           464.7  
  Non-recurring charges ..........         440.8                102.3                  --           543.1  
                                         -------              -------            --------        --------  
                                        23,912.0              1,873.9             (210.9)        25,575.0  
                                        --------              -------             -------        --------  
Income before income taxes........         682.3                 61.6              (87.4)           656.5  
Income taxes......................         323.9                 26.9              (18.4)           332.4  
                                         -------              -------             -------        --------  
Net Income .......................       $ 358.4              $  34.7             ($69.0)         $ 324.1  
                                         =======              =======             =======         =======  
Income per share - basic(6):              $  .76              $   .47                             $   .63  
                                          ======              =======                             =======  
Income per share - diluted(6):            $  .75              $   .45                             $   .62  
                                          ======              =======                             =======  

See notes to unaudited pro forma combined condensed financial statements. 

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 CONAGRA, INC.
INTERNATIONAL HOME FOODS, INC.
Pro Forma Combined Condensed Balance Sheet
 (Unaudited)
(Amounts in Millions, Except Share Data)

                                                        [Enlarge/Download Table]
                                                                                                                

               ASSETS                     ConAgra       International Home Foods              Pro Forma         
                                      Feb. 27, 2000(1)     March 31, 2000(2)        Adjustments(4)     Combined 
Current assets                        ---------------   ------------------------    --------------     -------- 
  Cash and cash equivalents.......        $    17.4            $  16.4                 $ --             $  33.8 
  Receivables, net................          1,973.9              181.5                   --             2,155.4 
  Inventories.....................          4,236.7              307.1                   --             4,543.8 
  Other current assets............            307.3               48.2                   --               355.5 
                                          ---------          ---------              -------             ------- 
    Total current assets..........          6,535.3              553.2                   --             7,088.5 
                                          ---------          ---------              -------             ------- 
Property, plant and equipment.....       $  6,766.1                 --                   --                  -- 
  Less accumulated depreciation...         (3,013.3)                --                   --                  -- 
                                         ----------          ---------              -------             ------- 
Property, plant and equipment, net          3,752.8              312.0                   --             4,064.8 
                                         ----------          ---------              -------             ------- 
Brands, trademarks and goodwill, net        2,404.2              434.5              1,563.7             4,402.4 
Other assets......................            423.0              272.1                 21.0               716.1 
                                         ----------          ---------              -------             ------- 
                                          $13,115.3           $1,571.8            $ 1,584.7           $16,271.8 
                                         ==========          =========            =========           ========= 
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                            
Current liabilities                                                                                             
  Notes payable...................         $2,406.3              $  --                 $ --            $2,406.3 
  Revolving credit facility ......              --               118.0                   --               118.0 
  Current installments of long-term                                                                             
     debt.........................             19.0               83.3                   --               102.3 
  Accounts payable................          2,130.3               83.1                (21.0)            2,192.4 
  Advance on sales................            156.2                 --                   --               156.2 
  Other accrued liabilities.......          1,354.9              125.9                   --             1,480.8 
                                           --------              -----               -------            ------- 
    Total current liabilities.....          6,066.7              410.3                (21.0)            6,456.0 
                                           --------              -----               -------            ------- 
Senior long-term debt, excluding                                                                                
  current installments............          1,871.7              962.7                905.6             3,740.0 
Other non-current liabilities.....            809.5               28.2                   --               837.7 
Subordinated debt.................            750.0                 --                   --               750.0 
Preferred securities of subsidiary                                                                              
  company.........................            525.0                 --                   --               525.0 

Common stockholders' equity                                                                                     
  Common stock ...................          2,620.6                 .8                203.1             2,824.5 
  Additional paid-in capital......             38.3               63.6                603.2               705.1 
  Retained earnings...............          1,537.2              164.5               (164.5)            1,537.2 
  Treasury stock, at cost.........           (759.3)             (57.2)                57.2              (759.3)
  Accumulated other                                                                                             
    comprehensive loss ..........             (79.5)              (1.1)                 1.1               (79.5)
                                           --------              ------              ------             ------- 
                                            3,357.3              170.6                700.1             4,228.0 
Less unearned restricted stock and                                                                              
   common shares held in                                                                                        
  Employee Equity Fund............           (264.9)                --                   --              (264.9)
                                           ---------             ------              ------             ------- 
  Total common shareholders' equity         3,092.4              170.6                700.1             3,963.1 
                                           ---------             ------              ------             ------- 
                                          $13,115.3           $1,571.8            $ 1,584.7          $ 16,271.8 
                                           =========           ========            =========          ==========

See notes to unaudited pro forma combined condensed financial statements. 

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 CONAGRA, INC.
INTERNATIONAL HOME FOODS, INC.
Notes to Unaudited Pro Forma Combined Condensed Financial Statements
(Amounts in Millions, Except Per Share Data)

     On June 22, 2000,  ConAgra signed an agreement to acquire all of the issued
and outstanding  shares of common stock and stock options of International  Home
Foods in a transaction to be accounted for as a purchase  business  combination.
The assets  acquired and  liabilities  assumed will be assigned a portion of the
purchase  price  equal to their  respective  fair  market  values at the date of
acquisition.  The  unaudited  pro forma  financial  statements  are based on the
following:                                                                      

1.       The historical consolidated financial statements of ConAgra.           

2.       The historical  consolidated financial statements of International Home
         Foods' recasted for the nine-month  period ended March 31, 2000 and the
twelve-month period ended June 30, 1999.                      

3.       a.   The  consideration  paid for International Home Foods common stock
              will  be  $22, consisting of $11 in cash and a fraction of a share
              of ConAgra common stock valued at $11 per share.  The common stock
         portion of the merger consideration is calculated as follows:

International Home Foods common stock outstanding   
               at May 31, 2000                                             74.13

              Assumed exchange ratio                                        0.55
                                                                         -------
 ConAgra common stock assumed to be issued in exchange
              for International Home Foods common stock                    40.77

              Average price of ConAgra common stock                       $20.00
                                                                          ------
              Total common stock consideration                            $815.4
                                                                          ======

              The  assumed  exchange ratio of .55 shares of ConAgra common stock
              for   each   share   of  International  Home  Foods  common  stock
              outstanding  was  determined  by dividing $11 by ConAgra's assumed
              average  closing price of $20, the midpoint of the exchange  ratio
              provided  for  in the merger agreement.  The actual exchange ratio
              will  be  determined  by  the  average  closing price of ConAgra's
              common  stock  on  the  ten  trading days ending on the fifth full
trading day immediately preceding the merger.       

         b.   ConAgra will assume approximately 6.2 million common stock options
              and pay approximately $55.2 million in cash in exchange for all of
   the International Home Foods outstanding stock options.

         c.   The  cash  portion  of  the  purchase price, including transaction
              costs,  will  be provided by increased borrowings of ConAgra under
              its  existing  credit  facilities. In addition, ConAgra intends to
              replace  International  Home Foods credit facilities and long-term
              debt  with  borrowings under ConAgra's credit facilities and other
long-term debt.                                     

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4.       The  pro  forma  balance sheet adjustments to reflect the effect of the
         acquisition  accounted  for  as  a purchase business combination are as
follows:                                                      

Consideration:                                                
           Value of ConAgra common stock                                $  815.4
           Value of ConAgra common stock options                            55.2
           Cash issued for common stock and stock options                  870.6
           Transaction costs                                                35.0
                                                                         -------
         Total consideration                                             1,776.2
         Net assets acquired                                               170.6
                                                                         -------
                                                                         1,605.6
Preliminary Allocation:                                       
           Deferred income taxes                                            41.9
                                                                         -------
          Goodwill                                                      $1,563.7
                                                                         =======

         ConAgra  expects  to  allocate  a  portion  of the  purchase  price  to
         buildings,  machinery and equipment and other identifiable  assets. The
         purchase price  allocation  will be completed  after the closing of the
         transaction  and  finalization  of asset and liability  valuations.  In
         connection with the acquisition, ConAgra may consolidate certain plants
         and will include the  associated  costs as part of the  purchase  price
         allocation.  ConAgra's  management  has  not  currently  completed  its
assessment of such activities .                               

5.       The pro forma statement of earnings adjustments are as follows:        

         a.   Provide  depreciation and amortization of the fair values assigned
              to  all identifiable tangible and intangible assets. The excess of
              the  purchase price over the net assets acquired has preliminarily
              been  allocated  to  nondeductible goodwill and is being amortized
using the straight-line method over 40 years.       

              ConAgra expects  to  allocate  a  portion of the purchase price to
              buildings,  machinery  and  equipment and other intangible assets,
              including  brands.  Assuming  these  assets had a weighted average
              life  of 20 years, for each $100.0 million allocated to buildings,
              machinery  and  equipment  or  other  intangible  assets pro forma
              operating  expenses   would increase by $2.5 million and pro forma
net income would decrease by $.6 million.           

         b.   Reclassification  of  International  Home  Foods'  trade promotion
              expenses  from selling, administrative and general expenses to net
sales to conform to ConAgra's presentation.         

         c.   Adjust  interest  expense  relating  to  (1) additional borrowings
              under  ConAgra's credit facilities of approximately $905.6 million
              for  the  cash  portion  of  the  purchase price and approximately
              $778.9  million  for  the  repayment  of  International Home Foods
              credit  facilities  at  an  assumed interest rate of 6.85% and (2)
              additional  long-term  borrowings  of $385 million at 8.5% for the
              repayment  of International Home Foods $385 million 10.375% Senior
Secured Notes as follows:                           

                                                                [Download Table]
                                                                             
                                          Thirty-nine Weeks   Fifty-two Weeks
                                                Ended              Ended     
                                          February 27, 2000     May 30, 1999 
                                           -----------------     ------------
Interest expense on credit facilities            $86.6            $115.4     
Interest expense on long-term borrowings          24.5              32.7     
IHF historical interest expense                  (75.6)            (99.8)    
                                                 ------            ------    
         Net adjustment                          $35.5             $48.3     
                                                 -----             -----     

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              A  .125% change in the interest rate on the new indebtedness would
         change annual interest expense by approximately $2.6 million.

         d.   Change  in  income  tax  expense/benefit  as a result of pro forma
              adjustments which affect taxable income. No pro forma income taxes
              have  currently been provided on the portion of the purchase price
preliminarily allocated to non-deductible goodwill. 

6.       The  pro  forma weighted average shares outstanding for the thirty-nine
         weeks  ended  February  27, 2000 and the year ended May 30, 1999 are as
follows:                                                      
                                            2000                1999
Basic:                                                        
   Historical shares outstanding           475.3               470.0
   Shares issued                            40.8                40.8
                                            ----                ----
                                           516.1               510.8
                                           =====               =====
Diluted:                                                      
Historical shares and share                                   
      equivalents outstanding              478.7               476.7
   Shares issued                            40.8                40.8
   Effect of options assumed                 3.3                 3.8
                                             ---                 ---
                                           522.8               521.3
                                           =====               =====

7.       ConAgra's  financial data for the thirty-nine  weeks ended February 27,
         2000,  includes  non-recurring  charges  of $236.1  million  before tax
         ($146.4  million after tax). If these charges were excluded,  unaudited
         pro forma  basic  earnings  per share for the  thirty-nine  weeks ended
         February  27,  2000  would be $1.16 and  unaudited  pro  forma  diluted
earnings per share would be $1.15.                            

         ConAgra's financial data for fiscal 1999 includes non-recurring charges
         of $440.8 million before tax ($337.9 million after tax).  International
         Home Foods  financial data for the  twelve-month  period ended June 30,
         1999  includes  non-recurring  charges  and gain on sale of the Polaner
         business of $102.3  million  before tax ($65.7  million  after tax). If
         these  non-recurring  items were  excluded,  unaudited  pro forma basic
         earnings  per share for fiscal  1999 would be $1.42 and  unaudited  pro
forma diluted earnings per share would be $1.40.              

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DESCRIPTION OF CONAGRA CAPITAL STOCK

General                                                                         

     ConAgra's  authorized  capital stock  consists of  1,200,000,000  shares of
ConAgra  common stock,  par value $5.00 per share and an aggregate of 18,050,000
shares of various series of preferred  stock.  The shares of preferred stock are
issuable in one or more series created by the ConAgra  board,  which in creating
any  series  is  given  authority  to fix  the  voting  rights,  dividend  rate,
redemption provisions,  liquidation  preferences and conversion  provisions.  On
____________,  2000  there were  ____________  shares of  ConAgra  common  stock
outstanding. No shares of preferred stock are currently issued and outstanding. 

Dividends on ConAgra Capital Stock                                              

       ConAgra Common Stock Dividend Policy.  ConAgra has paid cash dividends on
its common stock each year since 1976.  ConAgra's  present policy is to continue
to pay quarterly cash dividends on its common stock and dividend payments,  over
time, are expected to average in the range of 30 to 35 percent of cash earnings.
The payment of  dividends  and their  amount will,  however,  be dependent  upon
ConAgra's  earnings,  financial  position,  cash  requirements and other factors
deemed  relevant  by  the  ConAgra  board  in  its  discretion,   including  the
satisfaction of preferred stock dividend requirements.                          

     Dividend Rights. The ConAgra board may declare and pay dividends on ConAgra
common stock out of surplus or net profits.  It is anticipated that any issuance
of  preferred  stock would  contain  provisions  granting the shares so issued a
preference over the common stock as to the payment of dividends.                

ConAgra Common Stock                                                            

     The  holders  of ConAgra  common  stock are  entitled  to one vote for each
share.  Upon  liquidation,  the holders of ConAgra  common stock are entitled to
share  ratably  in assets  available  for  distribution  to  stockholders  after
satisfaction of any liquidation  preferences of any outstanding preferred stock.
The  issuance  of  any  shares  of any  series  of  preferred  stock  in  future
financings, acquisitions or otherwise may result in dilution of voting power and
relative  equity  interest of the holders of shares of ConAgra  common stock and
will  subject the ConAgra  common stock to the prior  dividend  and  liquidation
rights of the outstanding shares of the series of preferred stock.              

     The   shares  of   ConAgra   common   stock   offered   under   this  proxy
statement/prospectus will be fully paid and non-assessable. ConAgra common stock
has no conversion rights nor are there any redemption or sinking fund provisions
with  respect to the common  stock.  Holders  of  ConAgra  common  stock have no
pre-emptive  right  to  subscribe  for  or  purchase  any  additional  stock  or
securities of ConAgra.                                                          

Voting Rights in Specific Cases                                                 

     Article XIV of the ConAgra  certificate  of  incorporation  requires,  with
specific exceptions,  a 75% affirmative vote of ConAgra's stock to approve (1) a
merger or  consolidation  with,  (2) the issuance or transfer of  securities  of
ConAgra in exchange for assets, securities or cash to, or (3) the sale of all or
a substantial  part of the assets of ConAgra to another  person,  corporation or
other entity,  that owns  beneficially,  directly or  indirectly,  5% or more of
ConAgra's  outstanding  capital stock entitled to vote generally in the election
of  directors.  The 75% voting  requirement  does not apply if a majority of the
outstanding  shares of all  classes  of capital  stock of the other  corporation
entitled to vote  generally  in the  election of  directors,  considered  as one
class, is owned of record or beneficially  by ConAgra or its  subsidiaries,  the
transaction  was approved by a majority of ConAgra's board of directors prior to
the time  that the  other  entity  became  a  beneficial  owner of 5% or more of
ConAgra's   outstanding   shares,  or  if  the  transaction  is  approved  by  a
three-fourths  vote of  ConAgra's  board of  directors  at any time prior to its
consummation.                                                                   

     Article  XV of  the  ConAgra  certificate  of  incorporation  requires  the
approval  of 95% of  ConAgra's  stock  entitled  to  vote  in  the  election  of
directors,  voting as one class,  for any  business  combination  with any other
entity, if, as of the applicable record date, the other entity is the beneficial
owner directly or indirectly of 30% of the  outstanding  shares of ConAgra stock
entitled to vote.  The 95% voting  requirements  shall be  inapplicable  if fair
price,  dividend,  proxy, and other procedures  detailed in Article XV have been
observed by the other entity since it acquired 30% control. Article XV cannot be
amended,  altered, changed or repealed without a 95% vote of all stockholders of
ConAgra  entitled to vote in an election of directors,  considered as one class,
unless  the  amendment,  alteration,  change  or repeal  is  recommended  to the
stockholders by a vote of 80% of the directors who would be eligible to serve as
"continuing directors" as that term is defined in Article XV.                   

     Article XVI of the ConAgra certificate of incorporation prescribes relevant
factors,  including  social  and  economic  effects  on  employees,   customers,
suppliers and other  constituents  of ConAgra,  to be considered by the board of
directors  when  reviewing  any  proposal by another  corporation  to acquire or
combine with ConAgra.                                                           

     Article XVII of the ConAgra certificate of incorporation  requires that any
action  required or  permitted  to be taken by  ConAgra's  stockholders  must be
effected at a duly called annual or special meeting of the  stockholders and may
not be effected by a consent in writing by the stockholders.                    

     Article  XVIII of the  ConAgra  certificate  of  incorporation  provides in
general  that any direct or indirect  purchase by ConAgra or any  subsidiary  of
ConAgra of any of its voting stock,  as defined in Article  XVIII,  or rights to
acquire voting stock, known to be beneficially owned by any person or group that
holds more than 3% of a class of its voting stock  referred to in this paragraph
as an interested  stockholder and that has owned the securities  being purchased
for less than two years,  must be approved by the affirmative vote of at least a
majority of the votes  entitled  to be cast by the holders of the voting  stock,
excluding  voting  stock held by an  interested  stockholder.  Article  XVIII is
intended  to  prevent  "greenmail,"  which  is  a  term  used  to  describe  the
accumulation  of a  block  of a  corporation's  stock  by a  speculator  and the
subsequent attempt by the speculator to coerce the corporation into repurchasing
its shares, typically at a substantial premium over the market price.           

     Article VII requires that the ConAgra board of directors consist of nine to
sixteen  members divided into three classes of as nearly equal size as possible.
The terms of the  directors  are  staggered  so that the terms of  approximately
one-third of the  directors  expire at each annual  election of  directors.  The
provisions of Article VII may not be amended without (1) the affirmative vote of
80% of all outstanding voting stock or (2) the affirmative vote of a majority of
outstanding  voting stock and the affirmative  vote of at least 75% of the board
of directors.                                                                   

     Article VII, Article XIV, Article XV, Article XVI, Article XVII and Article
XVIII  may be  deemed  to  have  anti-takeover  effects.  These  provisions  may
discourage or make more difficult an attempt by a stockholder or other entity to
acquire  control of ConAgra.  These  provisions  may also make more difficult an
attempt by a stockholder or other entity to remove management.  Furthermore, the
provision for a classified board of directors may make more difficult removal of
directors, even when removal is considered desirable.                           

Rights Dividend                                                                 

     On July 12, 1996, the board of directors of ConAgra  declared a dividend of
one preferred share purchase right,  referred to in this document as a right for
each  outstanding  share of ConAgra common stock for  stockholders  of record on
July 24, 1996 . The one right for each outstanding share of ConAgra common stock
was  adjusted to one-half  right for each share  effective  October 1, 1997 as a
result of an adjustment made following a two-for-one  stock split of the ConAgra
common stock.                                                                   

     The rights will expire on July 12, 2006. The rights are  represented by the
ConAgra common stock  certificates and are not exercisable or transferable apart
from the ConAgra common stock certificates  except upon the occurrence of events
described below.  Pursuant to the rights  agreement,  the exercise price and the
number  of shares  of  preferred  stock or other  securities  or other  property
issuable are subject to adjustment in the event of stock splits, stock dividends
and other  distributions and customary  antidilution  provisions.  All shares of
ConAgra  common stock  issued  between July 24, 1996 and the earlier of (1) July
12, 2006, (2) the date on which the rights are redeemed and (3) a date generally
ten days after a share acquisition date, as defined below, will receive rights. 

     Each right  entitles  the  registered  holder to purchase  from ConAgra one
one-thousandth  of a share of series A junior  participating  class E  preferred
stock,  without par value, of ConAgra at a price of $200 per one  one-thousandth
of a share of preferred stock , subject to adjustment. The description and terms
of the rights are set forth in a rights  agreement dated as of July 12, 1996, as
the same may be amended  from time to time ,  between  ConAgra  and  ChaseMellon
Shareholder Services, L.L.C., as rights agent .                                 

     The  rights  become  exercisable  on the  earlier  to occur of (1) ten days
following  announcement that a person or group,  referred to in this document as
an acquiring  person,  has acquired 15% or more of the ConAgra common stock, the
date of such announcement  being called the "share acquisition date", or (2) ten
business days following the  commencement of, or announcement of an intention to
make, a tender offer for 15% or more of the ConAgra common stock.               

     Shares of preferred stock  purchasable upon exercise of the rights will not
be redeemable.  Each share of preferred stock will be entitled,  when, as and if
declared,  to a minimum  preferential  quarterly  dividend  payment of $1.00 per
share but will be entitled to an  aggregate  dividend of 2000 times the dividend
declared per share of ConAgra  common  stock.  In the event of the  liquidation,
dissolution or winding up of ConAgra, the holders of the preferred stock will be
entitled to a minimum  preferential  payment of $100 per share, plus any accrued
but unpaid dividends, but will be entitled to an aggregate payment of 2000 times
the payment  made per share of ConAgra  common  stock.  Each share of  preferred
stock will have 2000 votes,  voting  together with the ConAgra common stock.  In
the event of any merger, consolidation or other transaction in which outstanding
shares of  ConAgra  common  stock are  converted  or  exchanged,  each  share of
preferred  stock will be entitled to receive 2000 times the amount  received per
share of ConAgra common stock.                                                  

     Because  of the  nature of the  preferred  stock's  dividend,  liquidation,
voting and other rights, the value of the one one-thousandth interest in a share
of preferred stock  purchasable  upon exercise of each right should  approximate
the value of two shares of ConAgra common stock.                                

     In the event that any  person or group  becomes an  acquiring  person,  the
rights agreement  provides that each holder of a right,  other than an acquiring
person,  will subsequently have the right to receive,  upon exercise,  shares of
ConAgra common stock having a value of twice the exercise price of the right.   

     In the event that, after a person or group has become an acquiring  person,
(1) ConAgra  engages in a merger or other  business  combination  transaction in
which  ConAgra  is not the  surviving  company  or (2) 50% or more of  ConAgra's
assets or earning power is sold, the rights agreement  provides that each holder
of a right shall subsequently have the right to receive,  upon exercise,  shares
of common stock of the  acquiring  company  having a value of twice the exercise
price of the right.                                                             

     At any time after any person or group becomes an acquiring person and prior
to the earlier of one of the events  described in the previous  paragraph or the
acquisition by the acquiring person of 50% or more of the outstanding  shares of
ConAgra common stock, the board of directors of ConAgra may exchange the rights,
other than rights owned by the acquiring  person which will have become void, in
whole or in part,  for shares of ConAgra common stock or preferred  stock,  or a
series of ConAgra's  preferred stock having equivalent  rights,  preferences and
privileges.                                                                     

     At any time on or prior to the share acquisition  date,  ConAgra may redeem
the rights at a redemption price of $.01 per right.                             

Business Combinations Under Delaware Law                                        

     Delaware  law  restricts  the  ability  of  specified  persons to engage in
business combinations with a Delaware corporation.                              

     Section  203 of the  Delaware  General  Corporation  Law  limits  specified
business  combinations of Delaware  corporations  with interested  stockholders.
Under the Delaware  General  Corporation  Law, if a person  acquires  beneficial
ownership  of 15% or more of the stock of a Delaware  corporation,  which  makes
that person an interested  stockholder,  that person generally may not engage in
specified business combinations with the corporation for a period of three years
following the time that the stockholder became an interested stockholder unless 

     o    prior to the time   that  the person became an interested stockholder,
          the corporation's board of  directors  approved either the acquisition
          of stock  which  resulted  in  the stockholder  becoming an interested
stockholder or the business combination,                    
     o    upon  consummation  of  the  transaction in which the person became an
          interested  stockholder, the interested stockholder owned at least 85%
          of  the  voting  stock  of the corporation outstanding at the time the
          transaction  commenced,  excluding voting stock owned by directors who
      are also officers and specified employee stock ownership plans, or
     o    at  or  subsequent  to  the  time that the person became an interested
          stockholder,  the  business  combination  is  approved by the board of
          directors   at an annual or special meeting by the affirmative vote of
          66 2/3%  of  the  outstanding  voting  stock which is not owned by the
interested stockholder.                                     

Transfer Agent                                                                  

     The  transfer  agent for the ConAgra  common  stock is Norwest  Stockholder
Services.                                                                       

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 COMPARISON OF RIGHTS OF HOLDERS
 OF CONAGRA COMMON STOCK
 AND INTERNATIONAL HOME FOODS COMMON STOCK

General                                                                         

     ConAgra and International  Home Foods are both incorporated  under Delaware
law.  The rights of  ConAgra  and  International  Home  Foods  stockholders  are
currently governed by Delaware law and the respective  organizational  documents
of each corporation.  Upon completion of the merger, the rights of International
Home Foods stockholders who become stockholders of ConAgra in the merger will be
governed by ConAgra's  certificate of  incorporation  and bylaws.  The rights of
International  Home Foods  stockholders  under Delaware law will not change upon
completion of the merger.                                                       

The following is a comparison of:                                     

     o    The  current rights of International Home Foods stockholders under the
         International Home Foods certificate of incorporation and bylaws; and
     o    The rights International Home Foods stockholders would have as ConAgra
          stockholders under the ConAgra certificate of incorporation and bylaws
upon the completion of the merger.                          

     The comparison  summarizes the material  differences but is not intended to
list all differences between the ConAgra certificate of incorporation and bylaws
and the International Home Foods certificate of incorporation and bylaws. Copies
of  ConAgra's   certificate  of  incorporation  and  bylaws  are  available  for
inspection  at the  offices  of  ConAgra  and  copies  will be sent to you  upon
request.  Copies of International  Home Foods'  certificate of incorporation and
bylaws are available for inspection at the offices of  International  Home Foods
and copies will be sent to you upon request.                                    

Authorized Capital Stock                                                        

     ConAgra.  The ConAgra certificate of incorporation  authorizes the issuance
of up to  1,200,000,000  shares of ConAgra  common  stock,  par value  $5.00 per
share,  and an aggregate  of  18,050,000  shares of various  series of preferred
stock.  The shares of preferred stock are issuable in one or more series created
by the ConAgra board, which in creating any series is given the authority to fix
the voting rights, dividend rate, redemption provisions, liquidation preferences
and conversion provisions.                                                      

     International  Home Foods.  The  International  Home Foods  certificate  of
incorporation   authorizes  the  issuance  of  up  to   300,000,000   shares  of
International Home Foods common stock, $.01 par value per share, and 100,000,000
shares of International  Home Foods preferred  stock,  $.01 par value per share.
The  International  Home Foods board may  authorize  the  issuance of  different
classes or series of  International  Home Foods  preferred stock and may fix the
designations,  powers, preferences and rights,  qualifications,  limitations and
restrictions of those shares.                                                   

Rights Plan                                                                     

     ConAgra.  As discussed in  "Description  of ConAgra  Capital Stock - Rights
Dividend"  beginning on page __, each share of ConAgra common stock has attached
to it one-half right issued pursuant to the ConAgra rights plan.                

     International Home Foods. International Home Foods has not adopted a rights
plan.                                                                           

Dividends and Distributions                                                     

     Delaware  law  provides   that  the  board  of  directors  of  ConAgra  and
International  Home Foods may pay dividends on their common stock out of surplus
or net profits.  The payment of dividends  is  discretionary  and subject to the
policies of ConAgra and International Home Foods as described below.            

     ConAgra's Policy.  ConAgra has paid dividends on its common stock each year
since  1976.  ConAgra's  present  policy is to continue  to pay  quarterly  cash
dividends on its common stock.  ConAgra expects that its dividend  payments will
continue  to  average in the range of 30 to 35  percent  of cash  earnings.  The
payment of dividends in the future for ConAgra  common stock will,  however,  be
dependent on earnings,  financial position, cash requirements and other relevant
factors, including the satisfaction of preferred stock dividend requirements.   

     International  Home Foods'  Policy.  International  Home Foods has not paid
dividends on its common  stock,  has no present plans to do so and is restricted
by its senior bank facilities from paying dividends.                            

Provisions Relating to Business Combinations                                    

     ConAgra. Provisions of ConAgra's certificate of incorporation may be deemed
to  have  anti-takeover  effects  due  to  heightened  voting  requirements  . A
description is provided in "Description of ConAgra Capital  Stock--Voting Rights
in Specific Cases" and "- Rights Dividend" beginning on page ____.              

     International  Home Foods.  The  International  Home Foods  certificate  of
incorporation and bylaws do not contain similar provisions  relating to business
combinations.                                                                   

Number of Directors and Term                                                    

     ConAgra. The ConAgra certificate of incorporation  provides that the number
of  directors  of ConAgra  will not be less than nine or more than 16. There are
currently  11 persons  serving as  directors  on the  ConAgra  board.  ConAgra's
certificate  of  incorporation  requires the board to be divided into three even
classes,  each of which holds a three-year term. Only one class, or one-third of
the  directors,  come  up  for  election  at  each  annual  meeting  of  ConAgra
stockholders.                                                                   

     International  Home Foods.  The  International  Home Foods  certificate  of
incorporation  and bylaws provide that the number of directors of  International
Home Foods will not be fewer  than  three or more than 21.  There are  currently
seven persons serving as directors on the  International  Home Foods board.  The
International Home Foods certificate of incorporation  contains provisions for a
classified board similar to ConAgra's.                                          

Amendments to Certificate of Incorporation                                      

     Under  Delaware  law,  the vote of a  majority  of the  outstanding  shares
entitled  to vote on a  proposed  amendment  is  required  to amend a  company's
certificate of  incorporation,  unless a greater vote is required by a company's
certificate of incorporation.                                                   

     ConAgra's   Certificate  of  Incorporation.   The  ConAgra  certificate  of
incorporation  requires a supermajority vote for specified business  combination
transactions  with persons owning specified  percentages of ConAgra common stock
and to amend provisions relating to ConAgra's classified board. See "Description
of ConAgra  Capital  Stock - Voting  Rights in Specific  Cases" on page __ for a
discussion of these provisions.                                                 

     International Home Foods'  Certificate of Incorporation.  The International
Home Foods  certificate of  incorporation  requires the affirmative  vote of not
less than two-thirds of the holders of shares entitled to vote in an election of
directors  to amend the  following  articles  of the  International  Home  Foods
certificate of incorporation:                                                   

     o    Article Fifth, which establishes the number of directors, a classified
          board, the term of directors, the filling of vacancies and the removal
of directors;                                               
     o    Article  Sixth,  which  prohibits  stockholders  from taking action by
written consent;                                            
     o    Article  Seventh,  which provides that only the board may call special
          meetings  of  stockholders  and  further  provides  the procedures for
          stockholders  to  propose  business  and  make  nominations  at annual
meetings;                                                   
o    Article Eighth, which establishes director powers; and           
     o    Article Eleventh, which limits the personal liability of directors for
breaches of fiduciary duties.                               

Advance Notice for Raising Business or Making Nominations at Meetings           

     ConAgra Annual  Meetings.  Stockholders  who want to nominate a person as a
candidate  for  election  to the ConAgra  board or propose  business at the next
annual meeting must submit a nomination or notice in writing to the Secretary of
ConAgra not less than 90 nor more than 120 days prior to the  anniversary of the
immediately preceding annual meeting of stockholders.                           

     International   Home  Foods  Annual  Meetings.   International  Home  Foods
stockholders who intend to propose business or nominate a person for election to
the  International  Home Foods board at an annual  meeting must submit a written
notice to International  Home Foods no less than the later of 60 days before the
date of the  annual  meeting  or 10 days  after the first  public  notice of the
meeting is sent to stockholders.                                                

     ConAgra Special  Meetings.  Stockholders who want to nominate a person as a
candidate for election to the ConAgra board at a special meeting of stockholders
at which one or more  directors are to be elected must submit the  nomination in
writing to the  Secretary  of  ConAgra  not  earlier  than 120 days prior to the
special  meeting  and  generally  not later  than 90 days  prior to the  special
meeting.                                                                        

     International  Home  Foods  Special  Meetings.   International  Home  Foods
stockholders  are not permitted to propose  business or make  nominations to the
International Home Foods board at special meetings, except as otherwise required
by law.                                                                         

 EXPERTS

     The financial  statements and the related financial  statement  schedule of
ConAgra as of May 30, 1999 and May 31, 1998,  and for each of the three years in
the period ended May 30, 1999,  incorporated  by reference in this  registration
statement have been audited by Deloitte & Touche LLP, independent  auditors,  as
stated  in  their  reports,   which  are   incorporated  by  reference  in  this
registration  statement , and have been so  incorporated  in  reliance  upon the
reports of such firm given upon their  authority  as experts in  accounting  and
auditing.                                                                       

     The  financial  statements of  International  Home Foods as of December 31,
1999 and 1998 and for each of the three years in the period  ended  December 31,
1999,  incorporated  by reference in this proxy  statement/prospectus  have been
incorporated   in  reliance  on  the  report  of   PricewaterhouseCoopers   LLP,
independent  accountants,  given on the  authority  of that firm as  experts  in
auditing and accounting.                                                        

 LEGAL MATTERS

     Certain  legal  matters with respect to the validity of the issuance of the
shares of ConAgra common stock offered by this proxy  statement/prospectus  will
be passed upon for  ConAgra by  McGrath,  North,  Mullin & Kratz,  P.C.,  Omaha,
Nebraska.                                                                       

     Subject to customary assumptions and representations to be made by ConAgra,
International   Home  Foods  and  ConAgra's   acquisition   subsidiary  and  the
satisfaction of those  conditions  described under "The Merger - Material United
States Income Tax  Consequences - United States Federal Income Tax  Consequences
of the Forward Merger  Structure,"  Vinson & Elkins L.L.P. will give its opinion
that the forward merger will qualify as a  reorganization  within the meaning of
section  368(a) of the Internal  Revenue Code and the discussion of the material
United States federal income tax consequences referred to under the caption "The
Merger - Material United States Federal Income Tax Consequences" is accurate.   

 WHERE YOU CAN FIND MORE INFORMATION

     ConAgra and  International  Home Foods file annual,  quarterly  and special
reports,  proxy statements and other  information with the SEC. You may read and
copy any  reports,  statements  or other  information  that we file at the SEC's
public reference room at 450 Fifth Street,  N.W.,  Washington D.C. 20549. Please
call the SEC at 1-800-SEC-0330  for further  information on the public reference
room. Our SEC filings are also available to the public from commercial  document
retrieval  services  and at the  Internet  web  site  maintained  by the  SEC at
"http://www.sec.gov." Reports, proxy statements and other information pertaining
to ConAgra and International  Home Foods should also be available for inspection
at the offices of the New York Stock Exchange.                                  

     ConAgra filed a registration statement on Form S-4 to register with the SEC
the ConAgra common stock to be issued to International  Home Foods  stockholders
in  connection  with the merger.  This  document is a part of that  registration
statement  and  constitutes a prospectus of ConAgra in addition to being a proxy
statement of International Home Foods for its special meeting. As allowed by SEC
rules,  this document does not contain all the  information  you can find in the
registration statement or the exhibits to the registration statement.           

     The SEC  allows us to  "incorporate  by  reference"  information  into this
document,  which  means that we can  disclose  important  information  to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this document,  except for any
information  superseded by information in, or incorporated by reference in, this
document.  This document incorporates by reference the documents set forth below
that we have previously  filed with the SEC. These documents  contain  important
information about our companies and their finances.                             

ConAgra SEC Filings (File No. 1-7275)                                 

Annual Report on Form 10-K              Fiscal Year ended May 30, 1999          
Quarterly Reports on Form 10-Q          Quarters ended August 29, 1999, November
                              28, 1999 and February 27, 2000
Current Report on Form 8-K              Dated June 22, 2000                     
Registration Statement on Form 8-A,                                             
as amended                            Filed on October 1, 1997              

International Home Foods SEC Filings (File No. 1-13537)               

Annual Report on Form 10-K              Fiscal Year ended December 31, 1999     
Proxy Statement on Schedule 14A                                                 
for 2000 Annual Meeting               Filed March 29, 2000                  
Quarterly Report on Form 10-Q           Quarter ended March 31, 2000            
Current Report on Form 8-K              Dated June 22, 2000                     

     We are also  incorporating by reference  additional  documents that we file
with the SEC between the date of this document and the date of the International
Home Foods special meeting.                                                     

     ConAgra has supplied all information contained or incorporated by reference
in this document relating to ConAgra,  and International Home Foods has supplied
all the information relating to International Home Foods.                       

     If you are a  stockholder,  we may  have  sent  you  some of the  documents
incorporated by reference, but you can obtain any of them through us or the SEC.
Documents  incorporated  by  reference  are  available  from us without  charge,
excluding all exhibits unless we have specifically  incorporated by reference an
exhibit in this document.  Stockholders  may obtain  documents  incorporated  by
reference in this  document by requesting  them in writing or by telephone  from
the appropriate party at the following address:                                 

ConAgra, Inc.                           International Home Foods, Inc.          
Investor Relations Department           Investor Relations Department           
One ConAgra Drive                       1633 Littleton Road                     
Omaha, Nebraska 68102                   Parsippany, New Jersey 07054            
Tel: (800) 595-0244                     Tel: (973) 359-9920                     

     If you  would  like to  request  documents  from us,  please  do so by [5th
business day before meeting], 2000 to receive them before the International Home
Foods special meeting.                                                          

     You  should  rely only on the  information  contained  or  incorporated  by
reference  in this  document to vote on the matter or matters  presented  at the
International Home Foods special meeting of stockholders. We have not authorized
anyone to provide you with  information that is different from what is contained
in this document.  This document is dated  ______________,  2000. You should not
assume that the information contained in the document is accurate as of any date
other than that date, and neither the mailing of this document to  International
Home Foods  stockholders  nor the issuance of ConAgra common stock in connection
with the merger shall create any implication to the contrary.                   

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 ANNEX A

AGREEMENT AND PLAN OF MERGER

 among

CONAGRA, INC.,

 CAG ACQUISITION SUB, INC.

 and

INTERNATIONAL HOME FOODS, INC.

 Dated as of June 22, 2000

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 TABLE OF CONTENTS

                                                                            PAGE
ARTICLE I      THE MERGER .....................................................2

Section 1.1    The Merger .....................................................2
Section 1.2    Closing ........................................................3
Section 1.3    Effective Time .................................................3
Section 1.4    Certificate of Incorporation....................................3
Section 1.5    By-Laws.........................................................3
Section 1.6    Directors and Officers..........................................4

ARTICLE II     CONVERSION OF SHARES ...........................................4

Section 2.1    Conversion of Shares ...........................................4
Section 2.2    Exchange Procedures ............................................5
Section 2.3    Dividends; Transfer Taxes; Withholding .........................6
Section 2.4    Fractional Shares ..............................................7
Section 2.5    Undistributed Exchange Fund.....................................7
Section 2.6    Dissenting Shares ..............................................7
Section 2.7    Options ........................................................8
Section 2.8    Closing of Transfer Books .....................................10
Section 2.9    Further Assurances ............................................10

ARTICLE III    REPRESENTATIONS AND WARRANTIES OF                                
               THE COMPANY ...................................................10

Section 3.1    Organization and Good Standing ................................11
Section 3.2    Certificate of Incorporation and By-Laws ......................12
Section 3.3    Capitalization ................................................12
Section 3.4    Company Subsidiaries ..........................................13
Section 3.5    Corporate Authority ...........................................13
Section 3.6    Compliance with Applicable Law ................................14
Section 3.7    Non-Contravention .............................................14
Section 3.8    Government Approvals; Required Consents .......................15
Section 3.9    SEC Documents and Other Reports ...............................15
Section 3.10   Absence of Certain Changes or Events ..........................16
Section 3.11   Actions and Proceedings .......................................16
Section 3.12   Absence of Undisclosed Liabilities ............................17
Section 3.13   Certain Contracts and Arrangements ............................17
Section 3.14   Taxes .........................................................18
Section 3.15   Intellectual Property .........................................20
Section 3.16   Information in Disclosure Documents and Registration             
               Statement .....................................................21
Section 3.17   Employee Benefit Plans; ERISA .................................21
Section 3.18   Environmental Matters .........................................22
Section 3.19   Affiliate Transactions ........................................25
Section 3.20   Opinion of Financial Advisor ..................................25
Section 3.21   Brokers .......................................................25
Section 3.22   Fees...........................................................25
Section 3.23   Lack of Ownership of Parent Common Stock.......................26

ARTICLE IV     REPRESENTATIONS AND WARRANTIES OF                                
               PARENT AND MERGER SUB .........................................26

Section 4.1    Organization and Good Standing ................................26
Section 4.2    Certificate of Incorporation and By-Laws ......................27
Section 4.3    Capitalization ................................................27
Section 4.4    Corporate Authority ...........................................28
Section 4.5    Compliance with Applicable Law.................................29
Section 4.6    Non-contravention .............................................29
Section 4.7    Government Approvals; Required Consents .......................30
Section 4.8    SEC Documents and Other Reports ...............................30
Section 4.9    Absence of Certain Changes or Events ..........................31
Section 4.10   Information in Disclosure Schedule and Registration              
               Statement .....................................................31
Section 4.11   Employee Benefit Plans; ERISA..................................31
Section 4.12   Lack of Ownership of Company Common Stock......................32
Section 4.13   Required Vote of Parent Stockholders...........................32
Section 4.14   Absence of Undisclosed Liabilities.............................32

ARTICLE V      CONDUCT OF BUSINESS PENDING THE MERGER ........................32

Section 5.1    Conduct of Business by the Company Pending the Merger .........32
Section 5.2    Conduct of Business by the Parent Pending the Closing..........35

ARTICLE VI     ADDITIONAL AGREEMENTS .........................................36

Section 6.1    Access and Information; Confidentiality .......................36
Section 6.2    No Solicitation ...............................................36
Section 6.3    Third-Party Standstill Agreements .............................38
Section 6.4    Registration Statement ........................................39
Section 6.5    Proxy Statements; Stockholder Approval ........................38
Section 6.6    Compliance with the Securities Act ............................38
Section 6.7    Other Actions..................................................40
Section 6.8    Public Announcements ..........................................42
Section 6.9    Directors' and Officers' Indemnification and Insurance ........42
Section 6.10   Expenses ......................................................43
Section 6.11   Listing Application ...........................................44
Section 6.12   Supplemental Disclosure .......................................44
Section 6.13   Stockholder Litigation.........................................44
Section 6.14   Tax Matters....................................................44
Section 6.15   Investigation and Agreement by the Parties; No Other             
               Representations or Warranties..................................45
Section 6.16   Resignations...................................................46
Section 6.17   Amendment of Advisory and Oversight Agreement..................46
Section 6.18   Section 16(b) Board Approval...................................46
Section 6.19   Transfer of Assets.............................................47
Section 6.20   Other Registration Statements..................................47
Section 6.21   Opinion of Financial Advisor...................................47
Section 6.22   401(k) Plan Distributions......................................47

ARTICLE VII    CONDITIONS TO CONSUMMATION OF THE MERGER ......................48

Section 7.1    Conditions to Each Party's Obligation to Effect the Merger ....48
Section 7.2    Conditions to Obligation of Parent and Merger Sub to             
               Effect the Merger .............................................48
Section 7.3    Conditions to Obligation of the Company to Effect the49          
               Merger ........................................................49

ARTICLE VIII   TERMINATION ...................................................50

Section 8.1    Termination ...................................................50
Section 8.2    Effect of Termination..........................................51

ARTICLE IX     GENERAL PROVISIONS ............................................52

Section 9.1    Amendment and Modifications ...................................52
Section 9.2    Waiver ........................................................52
Section 9.3    Survivability; Investigations .................................53
Section 9.4    Notices .......................................................54
Section 9.5    Descriptive Headings; Interpretations                            
Section 9.6    Entire Agreement ..............................................54
Section 9.7    Governing Law .................................................54
Section 9.8    Enforcement ...................................................54
Section 9.9    Counterparts ..................................................55
Section 9.10   Assignment; Third-Party Beneficiaries .........................55
Section 9.11   No Recourse Against Others.....................................55
Section 9.12   Severability...................................................56
Section 9.13   Attorneys' Fees................................................56

Exhibit "A"    Form of Stock Voting Agreement                                   
Exhibit "B"    Form of Registration Rights Agreement                            
Exhibit "C"    Form of Option Consent Letter                                    
Exhibit "D"    Form of Affiliate Letter                                         
Exhibit "E"    Form of Tax Opinion                                              
Exhibit "F"    Form of Amendment to Advisory Agreement                          
Exhibit "G"    Form of Amendment to Oversight Agreement                         

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INDEX OF DEFINED TERMS

"accumulated funding deficiency" has the meaning specified in Section 3.17(b).  

"Advisory Agreement" has the meaning specified in Section 3.22(b).              

"Advisory Agreement Amendment" has the meaning specified in Section 6.17.       

"affiliate" has the meaning specified in Section 6.6.                           

"Agreement" shall mean this Agreement and Plan of Merger.                       

"Antitrust Laws" has the meaning specified in Section 6.7(d).                   

"Applicable Law" has the meaning specified in Section 3.6.                      

"Average Trading Price" has the meaning specified in Section 2.1(a).            

"Benefit Plans" has the meaning specified in Section 3.17(a).                   

"Cap" has the meaning specified in Section 6.9(b).                              

"Cashout Options" has the meaning specified in Section 2.7(e)(ii).              

"Certificate of Merger" has the meaning specified in Section 1.3.               

"Certificate" has the meaning specified in Section 2.1(d).                      

"Charter Documents" has the meaning specified in Section 3.2.                   

"Chase" has the meaning specified in Section 3.20.                              

"Class B Stock" has the meaning specified in Section 4.3(a).                    

"Class C Stock" has the meaning specified in Section 4.3(a).                    

"Class D Stock" has the meaning specified in Section 4.3(a).                    

"Class E Stock" has the meaning specified in Section 4.3(a).                    

"Closing" has the meaning specified in Section 1.2.                             

"Closing Date" has the meaning specified in Section 1.2.                        

"Code" shall have the meaning set forth in the Recitals.                        

"Company" shall mean International Home Foods, Inc.                             

"Company Affiliate" has the meaning specified in Section 9.11.                  

"Company 10-K" has the meaning specified in Section 3.12.                       

"Company Common Stock" has the meaning specified in Section 2.1(a).             

"Company Disclosure Schedule" has the meaning specified in Article III.         

"Company Material Adverse Effect" has the meaning specified in Section 3.1.     

"Company Multiemployer Plan" has the meaning specified in Section 3.17(b)(ii).  

"Company Permits" has the meaning specified in Section 3.6.                     

"Company Plan" has the meaning specified in Section 3.17(b)(i).                 

"Company Rule 145 Affiliates" has the meaning specified in Section 6.6.         

"Company SEC Documents" has the meaning specified in Section 3.9(a).            

"Company Severance Agreements" has the meaning specified in Section 3.13(a).    

"Company Stockholder Meeting" has the meaning specified in Section 6.5(a).      

"Company Voting Debt" has the meaning specified in Section 3.3(c).              

"Confidentiality Agreement" has the meaning specified in Section 6.1(b).        

"Consent" has the meaning specified in Section 6.7(b).                          

"Contract" has the meaning specified in Section 3.7.                            

"Costs" has the meaning specified in Section 6.9(a).                            

"DGCL" has the meaning set forth in the Recitals.                               

"Dissenting Shares" has the meaning specified in Section 2.6.                   

"DOJ" has the meaning specified in Section 6.7(d).                              

"Economic Value" has the meaning specified in Section 2.7(e)(iv).               

"Effective Time" has the meaning specified in Section 1.3.                      

"Environmental Claims" has the meaning specified in Section 3.18(g)(i).         

"Environmental Laws" has the meaning specified in Section 3.18(g)(ii).          

"Environmental Permits" has the meaning specified in Section 3.18(a).           

"ERISA" has the meaning specified in Section 3.17(b).                           

"ERISA Affiliates" has the meaning specified in Section 3.17(b)(iii).           

"Exchange Act" has the meaning specified in Section 3.8.                        

"Exchange Agent" has the meaning specified in Section 2.2(a).                   

"Exchange Fund" has the meaning specified in Section 2.2(a).                    

"FTC" has the meaning specified in Section 6.7(d).                              

"GAAP" has the meaning specified in Section 3.9(a).                             

"Governmental Entity" has the meaning specified in Section 3.6.                 

"Hazardous Materials" has the meaning specified in Section 3.18(g)(iii).        

"Hicks Muse Stockholders" has the meaning specified in Section 1.1.             

"HMCo" has the meaning specified in Section 3.21.                               

"HSR Act" has the meaning specified in Section 3.8.                             

"Indemnifiable Claim" has the meaning specified in Section 6.9(a).              

"Indemnitee" has the meaning specified in Section 6.9(a).                       

"Indemnitee Expenses" has the meaning specified in Section 6.9(a).              

"Indemnity Agreement" has the meaning specified in Section 6.9(a).              

"Intellectual Property" has the meaning specified in Section 3.15.              

"IRS" has the meaning specified in Section 3.14(a).                             

"Liens" has the meaning specified in Section 3.4.                               

"Material Contracts" has the meaning specified in Section 3.13(a).              

"Merger" has the meaning set forth in the Recitals.                             

"Merger Consideration" has the meaning specified in Section 2.1(a).             

"Merger Sub" shall mean CAG Acquisition Sub, Inc.                               

"Merger Sub Common Stock" has the meaning specified in Section 2.1(b).          

"Mexican Commission" has the meaning specified in Section 6.7(d).               

"Mexican Law" has the meaning specified in Section 6.7(d).                      

"multiemployer plan" has the meaning specified in Section 3.17(b)(ii).          

"Option Plan" has the meaning specified in Section 2.7(e)(i).                   

"Options" has the meaning specified in Section 2.7(e)(i).                       

"Other Subsidiary" has the meaning specified in Section 3.1.                    

"Oversight Agreement" has the meaning specified in Section 3.22(b).             

"Oversight Agreement Amendment" has the meaning specified in Section 6.17.      

"Parent" shall mean ConAgra, Inc.                                               

"Parent Capital Stock" has the meaning specified in Section 4.3(a).             

"Parent Common Stock" has the meaning specified in Section 2.1(a).              

"Parent Disclosure Schedule" has the meaning specified in Article IV.           

"Parent Material Adverse Effect" has the meaning specified in Section 4.1.      

"Parent Option Plans" has the meaning specified in Section 4.3(a).              

"Parent Permits" has the meaning specified in Section 4.5.                      

"Parent SEC Documents" has the meaning specified in Section 4.8.                

"pension plan" has the meaning specified in Section 3.17(b)(i).                 

"Per Share Cash Consideration" has the meaning specified in Section 2.1(a).     

"Per Share Stock Consideration" has the meaning specified in Section 2.1(a).    

"person" has the meaning specified in Section 9.5.                              

"Preferred Stock" has the meaning specified in Section 3.3(a).                  

"Proxy Statement" has the meaning specified in Section 3.16.                    

"Registration Rights Agreement" has the meaning set forth in the Recitals.      

"Registration Statement" has the meaning specified in Section 3.16.             

"Release" has the meaning specified in Section 3.18(g)(iv).                     

"reportable event" has the meaning specified in Section 3.17(b).                

"Reorganization Assumptions" has the meaning specified in Section 6.14.         

"Representatives" has the meaning specified in Section 6.2(a).                  

"Reverse Merger Election" has the meaning specified in Section 1.1.             

"Rollover Options" has the meaning specified in Section 2.7(e)(iii).            

"SEC" has the meaning specified in Section 3.9(a).                              

"Securities Act" has the meaning specified in Section 3.8.                      

"Shares" has the meaning specified in Section 2.1(a).                           

"Significant Subsidiary" has the meaning specified in Section 3.1.              

"Stock Action" has the meaning specified in Section 2.1(e).                     

"Stock Voting Agreements" has the meaning set forth in the Recitals.            

"Subsequent Company SEC Documents" has the meaning specified in Section 3.9(a). 

"Subsequent Parent SEC Documents" has the meaning specified in Section 4.8.     

"Subsidiary" has the meaning specified in Section 3.1.                          

"Superior Proposal" has the meaning specified in Section 6.2(b).                

"Surviving Corporation" has the meaning specified in Section 1.1.               

"Takeover Proposal" has the meaning specified in Section 6.2(a).                

"Tax" has the meaning specified in Section 3.14(h).                             

"Tax Opinion" has the meaning specified in Section 6.14.                        

"Tax Returns" has the meaning specified in Section 3.14(h).                     

"Taxes" has the meaning specified in Section 3.14(h).                           

"Termination Date" has the meaning specified in Section 8.1(b).                 

"welfare plan" has the meaning specified in Section 3.17(b)(i).                 

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AGREEMENT AND PLAN OF MERGER

         AGREEMENT  AND  PLAN  OF  MERGER,  dated  as of  June  22,  2000  (this
"Agreement"), by and among ConAgra, Inc., a Delaware corporation ("Parent"), CAG
ACQUISITION  SUB, INC., a Delaware  corporation  and newly formed,  wholly owned
subsidiary of Parent (the "Merger Sub"), and International  Home Foods,  Inc., a
Delaware corporation (the "Company").                                           

RECITALS:                                                                       

         (a)               The Boards of  Directors  of Parent  and the  Company
                           have each  approved and deem it advisable  and in the
                           best interests of their  respective  stockholders for
                           Parent  to  acquire  the  Company  upon the terms and
                      subject to the conditions of this Agreement; and

         (b)               Subject to the  election  provided in Section 1.1, it
                           is intended that the transaction be accomplished by a
                           merger of the Company with and into Merger Sub,  with
                           Merger Sub  continuing as the surviving  corporation,
(the "Merger"); and       

         (c)               As a condition and an inducement to Parent and Merger
                           Sub entering  into this  Agreement  and incurring the
                           obligations set forth herein,  concurrently  with the
                           execution  and  delivery of this  Agreement,  certain
                           stockholders of the Company,  who own an aggregate of
                           approximately  43%  of  the  outstanding   shares  of
                           Company Common Stock (as  hereinafter  defined),  are
                           entering into separate Stock Voting  Agreements  with
                           Parent   in  the   form   of   Exhibit   "A"   hereto
                        (collectively, the "Stock Voting Agreements"); and

         (d)               The Board of  Directors  of the Company has  approved
                           this  Agreement and the Stock Voting  Agreements  and
                           the transactions  contemplated  thereby in accordance
                           with the  provisions  of Sections  203 and 251 of the
                           General  Corporation  Law of the  State  of  Delaware
                           ("DGCL"),  and has resolved,  subject to the terms of
                           this  Agreement,  to  recommend  the adoption of this
                           Agreement by its stockholders in accordance with this
Agreement; and            

         (e)               The Board of Directors of Merger Sub has  unanimously
                           approved   this   Agreement   and  the   transactions
                           contemplated  hereby  and has  unanimously  resolved,
                           subject to the terms of this Agreement,  to recommend
                           the adoption of this  Agreement  by Parent,  its sole
shareholder; and          

         (f)               The  Board  of  Directors  of Parent has approved the
                           transactions contemplated  hereby as sole shareholder
of Merger Sub; and        

         (g)               Concurrently  with the execution and delivery of this
                           Agreement,  Parent is  entering  into a  Registration
                           Rights  Agreement  with certain  stockholders  of the
                           Company  in the  form  of  Exhibit  "B"  hereto  (the
       "Registration Rights Agreement").

         (h)               The parties  hereto  desire,  if  possible,  that the
                           Merger will qualify as a reorganization under Section
                           368(a)  of the  Internal  Revenue  Code of  1986,  as
                           amended (the "Code"), and the regulations promulgated
                           thereto,  and that this  Agreement  shall be,  and is
                           hereby,  adopted  as a  plan  of  reorganization  for
                           purposes of Section  368 of the Code  (subject to the
        election provided in Section 1.1).

AGREEMENT:                                                                      

         NOW,  THEREFORE,  in  consideration of the foregoing and the respective
representations,  warranties,  covenants and  agreements  set forth herein,  the
parties hereto agree as follows:                                                

 ARTICLE I

THE MERGER

         Section  1.1 The Merger.  Upon the terms and subject to the  conditions
contained in this  Agreement,  and in accordance with the DGCL, at the Effective
Time (as hereinafter defined),  the Company shall be merged with and into Merger
Sub, the separate corporate  existence of the Company shall thereupon cease, and
Merger Sub shall continue as the surviving  corporation  (sometimes  hereinafter
referred to as the  "Surviving  Corporation")  and shall  continue its corporate
existence  under the laws of the State of Delaware.  In accordance  with Section
259 of the DGCL, all of the rights, privileges, powers, immunities, purposes and
franchises of Merger Sub and the Company shall vest in the Surviving Corporation
and all of the debts, liabilities,  obligations and duties of Merger Sub and the
Company  shall  become the  debts,  liabilities,  obligations  and duties of the
Surviving Corporation.  In lieu of the Company being merged with and into Merger
Sub, if all of the  conditions  set forth in Article VII  (excluding  conditions
that, by their terms, cannot be satisfied until the Closing Date (as hereinafter
defined)) have been  satisfied or waived,  and if either (i) the Tax Opinion (as
hereinafter defined) cannot be, or is not, delivered,  or (ii) Parent reasonably
determines  in good  faith  that the  combination  of (a) the  number of Company
Stockholders  exercising  appraisal  rights pursuant to Section 262 of the DGCL,
(b) the trading price of Parent Common Stock  immediately prior to the Effective
Time,  (c) the cash portion of the Merger  Consideration,  and (d) the amount of
cash payable in lieu of fractional  shares,  could result in the cash payable to
or for the  benefit  of the  Company  Stockholders  as a  result  of the  Merger
exceeding 60% of the total fair market value of the cash and Parent Common Stock
payable and  deliverable to the Company  Stockholders as a result of the Merger,
then,  in either  case,  Parent  shall  have the right at any time  prior to the
Effective Time to irrevocably  elect (the "Reverse  Merger  Election") by notice
delivered to the Company,  and upon the terms and subject to the  conditions set
forth in this Agreement, to cause the "Merger" to be a merger of Merger Sub with
and into the Company at the Effective Time, in which case, following the Merger,
the separate corporate existence of Merger Sub shall cease and the Company shall
continue as the Surviving  Corporation.  If the Reverse Merger Election is made,
the parties  acknowledge  and agree that the Merger  shall not, and shall not be
intended to, qualify as a reorganization under Section 368(a) of the Code.      

         Section  1.2  Closing.  Subject  to the  terms and  conditions  of this
Agreement,  the closing of the transactions  contemplated by this Agreement (the
"Closing")  shall take  place at the  offices  of Vinson & Elkins  L.L.P.,  1325
Avenue of the Americas,  17th Floor,  New York,  New York  10019-6026 , at 10:00
a.m.,  local time, on the second  business day after the conditions set forth in
Sections  7.1(a),  (c) and (d) have been  satisfied or on such other date and at
such  other time and place as Parent and the  Company  shall  agree (the date on
which the Closing  actually  occurs  being  referred  to herein as the  "Closing
Date").                                                                         

         Section 1.3 Effective  Time.  The Merger shall become  effective at the
time of filing  of, or at such  later time  specified  in, a  properly  executed
certificate of merger (the "Certificate of Merger"), in the form required by and
executed in accordance  with the DGCL,  filed with the Secretary of State of the
State of Delaware, in accordance with the provisions of Section 251 of the DGCL.
Such filing shall be made  contemporaneously  with, or  immediately  after,  the
Closing.  When used in this Agreement,  the term "Effective Time" shall mean the
date and time at which the Merger shall become effective.                       

         Section 1.4  Certificate  of  Incorporation.  Unless the Reverse Merger
Election  is made,  from and  after  the  Effective  Time,  the  Certificate  of
Incorporation of Merger Sub as in effect immediately prior to the Effective Time
shall be the Certificate of  Incorporation  of the Surviving  Corporation  until
thereafter  amended in accordance with Applicable Law (as hereinafter  defined);
provided,  however, that Article I of such Certificate of Incorporation shall be
amended to read in its  entirety as follows:  "The name of this  Corporation  is
"International  Home Foods,  Inc." If the Reverse  Merger  Election is made, the
Certificate  of  Incorporation  of  the  Company  shall  be the  Certificate  of
Incorporation of the Surviving  Corporation until thereafter  changed or amended
as provided therein or by Applicable Law.                                       

         Section 1.5 By-Laws.  From and after the Effective Time, the By-Laws of
Merger  Sub in  effect  immediately  prior to the  Effective  Time  shall be the
By-Laws of the Surviving Corporation until thereafter amended in accordance with
Applicable  Law,  provided  that if the Reverse  Merger  Election  is made,  the
By-Laws of the Company in effect  immediately  prior to the Effective Time shall
be  the  By-Laws  of the  Surviving  Corporation  until  thereafter  amended  in
accordance with Applicable Law.                                                 

         Section 1.6 Directors and Officers.  From and after the Effective Time,
the directors of Merger Sub immediately prior to the Effective Time shall become
the  directors  of the  Surviving  Corporation  and shall hold  office  from the
Effective Time until their  respective  successors are duly elected or appointed
and qualified in the manner  provided in the  Certificate  of  Incorporation  or
By-Laws of the  Surviving  Corporation  or as  otherwise  provided  by law.  The
officers of the Company at the  Effective  Time shall become the officers of the
Surviving  Corporation and shall hold office from the Effective Time until their
respective  successors are duly elected or appointed and qualified in the manner
provided  in the  Certificate  of  Incorporation  or  By-Laws  of the  Surviving
Corporation or as otherwise provided by law.                                    

ARTICLE II

CONVERSION OF SHARES

         Section 2.1 Conversion of Shares.  At the Effective  Time, by virtue of
the  Merger  and  without  any action on the part of any holder of any shares of
Company  Common  Stock (as  defined  herein) or any  shares of capital  stock of
Merger Sub:                                                                     

         (a) Each  share of Common  Stock,  par  value  $.01 per  share,  of the
Company ("Company Common Stock" or "Shares") issued and outstanding  immediately
prior to the  Effective  Time  (other than  Shares to be  cancelled  pursuant to
Section 2.1(c) hereof and  Dissenting  Shares (as defined in Section 2.6)) shall
be converted into the right to receive (i) that number of validly issued,  fully
paid and  nonassessable  shares of Common Stock,  par value $5.00 per share,  of
Parent ("Parent  Common  Stock"),  determined by dividing $11.00 by the "Average
Trading  Price" (the "Per Share Stock  Consideration"),  which quotient shall be
rounded to the  nearest  fifth  decimal  place and (ii) $11.00 in cash (the "Per
Share Cash  Consideration").  For purposes of this Agreement,  "Average  Trading
Price" shall mean the average  closing  price of Parent Common Stock on the NYSE
Composite  Transactions  List (as reprinted by The Wall Street  Journal) for the
ten  (10)  full  trading  days  ending  on the  fifth  (5th)  full  trading  day
immediately preceding the Closing Date, provided, however, in no event shall the
Average  Trading Price (x) be greater than $22.00;  nor (y) be less than $18.00.
For purposes of this Agreement,  "Merger Consideration" shall mean the Per Share
Stock  Consideration  and the Per Share Cash  Consideration  to which holders of
shares of Company Common Stock are entitled pursuant to this Section 2.1(a).    

         (b) Each share of common stock,  par value $.01, of Merger Sub ("Merger
Sub Common Stock")  issued and  outstanding  immediately  prior to the Effective
Time shall be converted into one duly issued, validly authorized, fully paid and
nonassessable  share of common stock, par value $.01 per share, of the Surviving
Corporation.                                                                    

         (c) All Shares that are owned by the  Company as  treasury  stock shall
automatically  be  cancelled  and  retired  and  shall  cease  to  exist  and no
consideration shall be delivered or deliverable in exchange therefor.           

         (d) As a result of the Merger and without any action on the part of the
holders thereof, at the Effective Time, all shares of Company Common Stock shall
cease to be  outstanding  and shall be cancelled  and retired and shall cease to
exist, and, except as otherwise provided in Sections 2.1(c) and 2.6, each holder
of a certificate  which  immediately prior to the Effective Time represented any
such shares of Company Common Stock (a "Certificate")  shall thereafter cease to
have any rights with respect to such shares of Company Common Stock,  except the
right to receive the applicable Merger  Consideration and any dividends or other
distributions  to which  holders  become  entitled all in  accordance  with this
Agreement upon the surrender of such Certificate.                               

         (e) If between the date of this  Agreement and the Effective  Time, the
Parent shall split,  combine or otherwise reclassify the Parent Common Stock, or
pay a stock  dividend or other stock  distribution  in Parent Common  Stock,  or
otherwise  change the Parent  Common  Stock into other  securities,  or make any
other such stock dividend or  distribution in capital stock of Parent in respect
of the Parent Common Stock (collectively a "Stock Action"),  the Average Trading
Price and the  maximum  and  minimum  limits on the  adjustment  of the  Average
Trading Price set forth in clauses (x) and (y) of Section 2.1(a),  each shall be
correspondingly  adjusted to reflect such Stock  Action,  upon  surrender of the
certificate  formerly  representing Shares in the manner provided in Section 2.2
hereof.                                                                         

Section 2.2 Exchange Procedures.                              

         (a) Parent shall  designate a bank or trust  company to act as Exchange
Agent  hereunder (the  "Exchange  Agent").  Immediately  following the Effective
Time, but no later than the next business day,  Parent shall deliver,  in trust,
to the Exchange Agent, for the benefit of the holders of Shares, for exchange in
accordance  with this  Article II through  the  Exchange  Agent,  (i) cash in an
amount  necessary  to make any cash  payment due under  Sections  2.1(a) and 2.4
hereof,  and (ii)  certificates  evidencing  the shares of Parent  Common  Stock
issuable pursuant to Section 2.1(a) in exchange for outstanding Shares. The cash
and the  certificates  evidencing the shares of Parent Common Stock delivered to
the Exchange  Agent  pursuant to this Section  2.2(a) and  comprising the Merger
Consideration  shall be  hereinafter  referred to as the  "Exchange  Fund".  The
Exchange  Agent shall invest any cash  included in the  Exchange  Fund in one or
more bank accounts or in high-quality,  short-term  investments,  as directed by
Parent,  on a daily basis.  Any interest  and other income  resulting  from such
investments will be paid to Parent.                                             

         (b) As soon as  practicable  after the Effective  Time, but in no event
more than five business days  thereafter,  Parent shall cause the Exchange Agent
to mail to each  holder  of  record  of  Certificates  (i) a form of  letter  of
transmittal  specifying  that delivery  shall be effected,  and risk of loss and
title  to  the  Certificates  shall  pass,  only  upon  proper  delivery  of the
Certificates  to  the  Exchange  Agent,   and  (ii)   instructions  for  use  in
surrendering  such Certificates in exchange for the Merger  Consideration.  Upon
surrender of a Certificate for cancellation to the Exchange Agent, together with
such letter of transmittal,  duly executed, the holder of such Certificate shall
be entitled to receive in exchange  therefor (A) that number of shares of Parent
Common  Stock  equal  to  the  product  of the  Per  Share  Stock  Consideration
multiplied  by the  number of Shares  formerly  represented  by the  surrendered
Certificate;  provided,  however, that each holder shall receive cash in lieu of
any fractional share of Parent Common Stock to which such holder would otherwise
be entitled pursuant to Section 2.4 hereof,  (B) any amounts to which the holder
is entitled  pursuant to Section 2.3 hereof after giving  effect to any required
tax withholdings,  and (C) payment by check of an amount equal to the product of
the Per Share Cash  Consideration  multiplied  by the number of Shares  formerly
represented by the surrendered Certificate,  after giving effect to any required
tax  withholding,   and  the  Certificate  so  surrendered  shall  forthwith  be
cancelled.  Until  surrendered  as  contemplated  by this Section  2.2(b),  each
Certificate  shall be deemed from and after the Effective Time to represent only
the right to receive upon such surrender the Merger  Consideration.  In no event
shall the holder of any such  surrendered  Certificate  be  entitled  to receive
interest on any cash to be received in the Merger.                              

         (c) If any Certificate shall have been lost, stolen or destroyed,  upon
the making of an affidavit of that fact by the person claiming such  Certificate
to be lost, stolen or destroyed and, if required by Parent,  the posting by such
person of a bond, in such reasonable and customary  amount as Parent may direct,
as indemnity  against any claim that may be made against it with respect to such
Certificate,  the Exchange Agent will issue in exchange for such lost, stolen or
destroyed Certificate the Merger Consideration.                                 

         (d) At the  Closing  and  immediately  after the  Effective  Time,  any
Company Rule 145 Affiliate, and any affiliate of any Company Rule 145 Affiliate,
shall be entitled to surrender any  Certificates and Options held by such person
in exchange for (i)  certificates of Parent Common Stock  representing the stock
portion  of the Merger  Consideration  to which such  person is  entitled,  (ii)
payment by wire transfer of immediately  available  funds of the cash portion of
the Merger  Consideration  to which such person is entitled and (iii) in respect
of such surrendered  Options,  the cash that such person is entitled pursuant to
Section 2.7 hereof.                                                             

         Section 2.3 Dividends;  Transfer  Taxes;  Withholding.  No dividends or
other  distributions  that are declared on or after the Effective Time on Parent
Common Stock, or are payable to the holders of record thereof who became such on
or after the Effective  Time,  shall be paid to any person entitled by reason of
the Merger to receive  certificates  representing shares of Parent Common Stock,
until such  person  shall have  surrendered  its  Certificate(s)  as provided in
Section  2.2  hereof.  Subject to  applicable  law,  there shall be paid to each
person receiving a certificate  representing such shares of Parent Common Stock,
at the time of such  surrender  or as promptly as  practicable  thereafter,  the
amount of any dividends or other distributions  theretofore paid with respect to
the shares of Parent Common Stock  represented by such  certificate and having a
record date on or after the  Effective  Time but prior to such  surrender  and a
payment date on or  subsequent to such  surrender.  In no event shall the person
entitled to receive such dividends or other distributions be entitled to receive
interest on such  dividends or other  distributions.  If any cash or certificate
representing  shares of Parent Common Stock is to be paid to or issued in a name
other than that in which the  Certificate  surrendered  in exchange  therefor is
registered,  it shall be a condition of such  exchange that the  Certificate  so
surrendered shall be properly endorsed and otherwise in proper form for transfer
and that the person requesting such exchange shall pay to the Exchange Agent any
transfer or other taxes  required by reason of the issuance of such  certificate
representing  shares of Parent  Common Stock and the  distribution  of such cash
payment in a name other than that of the registered holder of the Certificate so
surrendered,  or shall establish to the  satisfaction of the Exchange Agent that
such tax has been paid or is not applicable.  Parent or the Exchange Agent shall
be entitled to deduct and  withhold  from the  consideration  otherwise  payable
pursuant to this Agreement to any holder of Company Common Stock such amounts as
Parent or the Exchange  Agent are required to deduct and withhold under the Code
or any provision of state,  local or foreign tax law, with respect to the making
of such  payment.  To the extent  that  amounts are so withheld by Parent or the
Exchange Agent,  such withheld amounts shall be treated for all purposes of this
Agreement  as having  been paid to the  holder of the  Company  Common  Stock in
respect  of whom  such  deduction  and  withholding  were  made by Parent or the
Exchange Agent.                                                                 

         Section 2.4 Fractional  Shares.  No certificates or scrip  representing
fractional  shares of Parent Common Stock shall be issued upon the surrender for
exchange of  Certificates,  no dividend or  distribution  with respect to shares
shall be payable on or with respect to any fractional  share and such fractional
share  interests  shall not  entitle  the owner  thereof to vote or to any other
rights of a  stockholder  of  Parent.  In lieu of any such  fractional  share of
Parent Common Stock,  Parent shall pay to each former stockholder of the Company
who otherwise  would be entitled to receive a fractional  share of Parent Common
Stock an amount in cash  (without  interest)  rounded to the nearest whole cent,
determined by multiplying (i) the per share closing price of Parent Common Stock
on the NYSE  Composite  Transactions  List  (as  reprinted  by The  Wall  Street
Journal)  on the date on which the  Effective  Time shall  occur (or,  if Parent
Common Stock shall not trade on the NYSE on such date,  the first day of trading
in Parent Common Stock thereafter) by (ii) the fractional interest in a share of
Parent Common Stock to which such holder would otherwise be entitled.           

         Section 2.5  Undistributed  Exchange  Fund. Any portion of the Exchange
Fund,  together with any dividends or  distributions  payable in respect thereof
pursuant  to Section  2.3  hereof,  which  remains  undistributed  to the former
holders of Company Common Stock for six months after the Effective Time shall be
delivered to Parent, upon its request,  and any such former holders who have not
theretofore  surrendered to the Exchange Agent their  certificates in compliance
with this Article II shall  thereafter  look only to Parent for payment of their
claim for the applicable Merger Consideration and any dividends or distributions
with respect thereto (in each case, without interest  thereon).  None of Parent,
Merger Sub, the Company,  the Surviving  Corporation or the Exchange Agent shall
be liable to any person in respect of any Merger Consideration from the Exchange
Fund  delivered  to a  public  official  pursuant  to any  applicable  abandoned
property, escheat or similar law.                                               

         Section 2.6 Dissenting Shares. Each outstanding share of Company Common
Stock as to which a written demand for appraisal is duly made in accordance with
Section 262 of the DGCL at or prior to the Company  Stockholder  Meeting and not
withdrawn at or prior to the Company  Stockholder Meeting and which is not voted
(or  consented in writing) in favor of adoption of this  Agreement  shall not be
converted into or represent a right to receive the Merger  Consideration  unless
and until the  holder  thereof  shall  have  failed to  perfect,  or shall  have
effectively  withdrawn or lost, such appraisal rights under said Section 262, at
which  time each such share  shall be  converted  into the right to receive  the
Merger Consideration. All such shares of Company Common Stock as to which such a
written  demand for  appraisal is so filed and not  withdrawn at or prior to the
Company Stockholder Meeting and which are not voted (or consented in writing) in
favor of adoption of this  Agreement,  except any such shares of Company  Common
Stock  the  holder  of which  shall  have  effectively  withdrawn  or lost  such
appraisal  rights under said Section 262, are herein  referred to as "Dissenting
Shares." The Company shall give Parent prompt notice upon receipt by the Company
of any written demands for appraisal,  withdrawal of such demands, and any other
written  communications  delivered to the Company  pursuant to said Section 262,
and the Company shall give Parent the  opportunity,  to the extent  permitted by
law, to participate in all  negotiations  and  proceedings  with respect to such
demands.  Except with the prior written consent of Parent, the Company shall not
voluntarily make any payment with respect to any demands for appraisal and shall
not settle or offer to settle any such demands.                                 

Section 2.7  Options.                                         

         (a) Prior to the Effective  Time, the Company shall take such action as
may be necessary for all Options (as hereinafter  defined)  granted  pursuant to
the  Option  Plan  (as  hereinafter  defined)  to be  exercisable  in full as of
immediately prior to the Effective Time.                                        

         (b) The  Company  shall take all  requisite  action  such that,  at the
Effective  Time,  all Cashout  Options  (as  hereinafter  defined)  held by each
particular holder shall be canceled and such holder shall be entitled to receive
from the  Company,  in respect of each  Cashout  Option,  cash  (subject  to any
applicable  withholding  tax) in an amount  equal to the  difference  of (i) the
product of (x) the Per Share Cash Consideration,  multiplied by (y) two and (ii)
the per  share  exercise  price  of such  Cashout  Option.  From and  after  the
Effective  Time,  each Cashout  Option shall only represent the right to receive
the cash payment provided in this Section 2.7(b).                               

         (c) The  Company  shall take all  requisite  action  such that,  at the
Effective  Time,  all Rollover  Options (as  hereinafter  defined)  held by each
particular  holder shall be assumed by Parent and deemed to constitute an option
to  acquire,  except  as  provided  in  Section  2.7(f),  on the same  terms and
conditions,  mutatis mutandis (including, without limitation adjustments for any
stock dividend, subdivision, reclassification,  recapitalization, split or other
similar  event),  as were  applicable  under such  Rollover  Option prior to the
Effective  Time, a number of shares of Parent  Common Stock equal to the product
of (i) the number of shares of Parent  Common Stock the holder of such  Rollover
Option  would  have been  entitled  to receive  pursuant  to the Merger had such
holder exercised such Rollover Option in full immediately prior to the Effective
Time (not taking into account  whether or not such  Rollover  Option was in fact
then exercisable), multiplied by (ii) two, at a price per share equal to (x) the
per  share  exercise  price  for a share of  Company  Common  Stock  purchasable
pursuant to such Rollover Option as of immediately  prior to the Effective Time,
divided by (y) the quotient  realized by dividing (1) the product of (A) the Per
Share Cash  Consideration,  multiplied  by (B) two, by (2) the  Average  Trading
Price  calculated  pursuant  to  Section  2.1(a) and  subject to the  adjustment
limitations contained therein.                                                  

         (d) The  Company  shall take all  requisite  action  such that,  at the
Effective Time,  there shall not be outstanding  any options,  warrants or other
rights to acquire capital stock from the Surviving Corporation.                 

         (e) As  used  herein,  the  following  terms  shall  have the following
meanings:                                                                       

                 (i) "Options"  shall mean the options issued and outstanding as
of the Effective  Time granted  pursuant to the Company's 1997 Stock Option Plan
(the "Option Plan").                                                            

                 (ii) "Cashout  Options" shall mean as to a particular holder of
Options,  that number of Options that  represent  one-half of Economic Value (as
hereinafter  defined) of all Options (rounded down to the nearest whole share of
Company  Common Stock) held by such holder.  In  determining  which Options of a
particular  holder  are to be  treated  as  Cashout  Options  (x) to the  extent
possible Cashout Options shall be allocated  equally to each particular grant of
Options having different exercise prices and different remaining terms (provided
that in the  case  of  Options  held by a  person  who is a party  to a  Company
Severance  Agreement,  Cashout  Options shall first be allocated to the Economic
Value of all Options, if any, held by such person the exercisability of which is
accelerated  by Section  2.7(a) and second,  as otherwise  contemplated  by this
clause (x)) and (y) Options that do not have a positive Economic Value shall not
be treated as a Cashout Option.                                                 

                 (iii) "Rollover  Options" shall mean as to a particular  holder
of Options, all Options held by such holder that are not Cashout Options.       

                 (iv)  "Economic  Value"  shall mean as to each Option held by a
particular  holder  the  difference  between  (x) the per share  exercise  price
thereunder  for a share of Company  Common Stock,  determined as of  immediately
prior to the  Effective  Time,  and (y) the  product  of (1) the Per Share  Cash
Consideration, multiplied by (2) two.                                           

         (f) From and after the  Effective  Time,  the Parent and the  Surviving
Corporation  shall be deemed to have waived and hereby  agree not to enforce any
rights that they may have in respect of Rollover  Options under Section 8 of the
Option  Plan;  provided  that such  waiver and  agreement  not to  enforce  such
provisions shall in respect of any Rollover  Options that are Incentive  Options
be conditioned upon the holder thereof  executing and delivering to the Parent a
Consent  Letter in the form of Exhibit "C" hereto  consenting  to the  treatment
from and after the Effective  Time of such  Incentive  Options as  Non-Qualified
Options (as defined in the Option Plan).                                        

         (g) In the event that the exercise of any Rollover  Option would result
in the issuance of a  fractional  share of Parent  Common Stock such  fractional
share shall be aggregated with all other fractional  shares  attributable to all
other  Rollover  Options  then being  exercised by such holder and to the extent
that a fractional share  thereafter  remains then, such holder shall be entitled
to receive a cash payment for any such remaining fractional share based upon the
last sale price per share of Parent Common Stock on the trading day  immediately
preceding the date of exercise.  Except as contemplated by Section 2.7(f),  from
and after the Effective Time, Parent and the Surviving  Corporation shall comply
with the terms of the Option Plan.                                              

         (h) Prior to the  Effective  Time,  Parent  shall cause to be taken all
corporate action necessary to reserve for issuance a sufficient number of shares
of Parent  Common  Stock for  delivery  upon  exercise  of  Rollover  Options in
accordance with this Section 2.7. At the Effective Time,  Parent shall file with
the SEC a  registration  statement on Form S-8 (or any successor or  appropriate
forms) with respect to the Parent Common Stock  subject to the Rollover  Options
and shall use its  reasonable  best efforts to cause the  effectiveness  of such
registration  statement  as  promptly  as possible  (and  current  status of the
prospectus or prospectuses  contained  therein) and to thereafter  maintain such
effectiveness for so long as any Rollover Options remain outstanding.           

         Section 2.8 Closing of Transfer Books. At the Effective Time, the stock
transfer  books of the  Company  shall be closed  and no  transfer  of shares of
Company  Common Stock shall  thereafter be made.  If, after the Effective  Time,
Certificates  are presented to Parent,  they shall be cancelled and exchanged as
provided in this Article II.                                                    

         Section 2.9  Further  Assurances.  If, at any time after the  Effective
Time,  Parent  shall  consider  or be  advised  that any  deeds,  bills of sale,
assignments,  assurances  or any  other  actions  or  things  are  necessary  or
desirable to vest,  perfect or confirm of record or  otherwise in the  Surviving
Corporation  its right,  title or  interest  in, to or under any of the  rights,
properties or assets of the Company  acquired or to be acquired by the Surviving
Corporation  as a result of, or in connection  with,  the Merger or otherwise to
carry out this  Agreement,  the officers of the Surviving  Corporation  shall be
authorized  to execute and deliver,  in the name and on behalf of the Company or
otherwise, all such deeds, bills of sale, assignments and assurances and to take
and do all such other  actions and things as may be  necessary  or  desirable to
vest,  perfect or confirm any and all right,  title and interest in, to or under
such rights,  properties or assets in the Surviving  Corporation or otherwise to
carry out the purposes of this Agreement.                                       

 ARTICLE III

 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         Except  as  set  forth  in  the  disclosure  schedule  (each  reference
contained   herein  to  such  disclosure   schedule   qualifies  the  referenced
representation  and  warranty  to the extent  specified  therein  and such other
representations  and warranties  contained herein  (regardless of whether or not
such  representation  or  warranty  contains  a  reference  to  such  disclosure
schedule)  to the extent a matter in such  disclosure  schedule is  disclosed in
such a way as to make its relevance to the information  called for by such other
representation or warranty readily apparent on its face) of the Company attached
hereto (the "Company Disclosure Schedule"),  the Company represents and warrants
to Parent and Merger Sub as follows:                                            

         Section  3.1  Organization  and Good  Standing.  The  Company  and each
Subsidiary  (as  hereinafter  defined)  that  is a  Significant  Subsidiary  (as
hereinafter defined) and a corporation, is a corporation duly organized, validly
existing  and  in  good  standing  under  the  laws  of  its   jurisdiction   of
incorporation,  and each has the  corporate  power and authority to carry on its
business as it is now being  conducted.  Each Other  Subsidiary (as  hereinafter
defined) that is a corporation is a corporation duly organized, validly existing
and in good standing under the laws of its  jurisdiction of  incorporation,  and
each has the corporate power and authority to carry on its business as it is now
being  conducted,  except  where the  failure  (i) to be so  organized,  validly
existing or in good standing,  or (ii) to have such power and  authority,  would
not reasonably be expected to have a material adverse effect, individually or in
the aggregate, on the business, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries  taken as a whole, or the ability
of the Company to consummate the Merger and the other transactions  contemplated
by this Agreement (a "Company Material Adverse  Effect").  Each other Subsidiary
that is a  partnership  or a limited  liability  company is duly  organized  and
validly existing under the laws of its  jurisdiction of  organization,  and each
has the  power  and  authority  to  carry  on its  business  as it is now  being
conducted,  except where the failure (i) to be so organized and validly existing
or (ii) to have such power and  authority,  would not  reasonably be expected to
have a Company Material Adverse Effect.  The Company and each Subsidiary that is
a corporation is duly qualified as a foreign corporation to do business,  and is
in good  standing,  in each  jurisdiction  where the character of its properties
owned  or  held  under  lease  or  the  nature  of  its  activities  makes  such
qualification necessary,  except where the failure to be so qualified or in good
standing  would not  reasonably be expected to have a Company  Material  Adverse
Effect.  As used in this  Agreement,  a  "Subsidiary"  of any  person  means any
corporation or other organization,  whether incorporated or unincorporated,  (i)
of which such party or any other  Subsidiary of such party is a general  partner
(excluding partnerships, the general partnership interests of which held by such
party or any  Subsidiary  of such  party do not have a  majority  of the  voting
interests in such  partnership) or (ii) at least a majority of the securities or
other  interests of which having by their terms ordinary voting power to elect a
majority of the Board of Directors or others  performing  similar functions with
respect to such  corporation  or other  organization  is directly or  indirectly
owned or controlled by such party or by any one or more of its Subsidiaries,  or
by such party and one or more of its Subsidiaries.  As used in this Agreement, a
"Significant Subsidiary" has the meaning assigned to such term in Regulation S-X
promulgated under the Securities Act. As used in this Agreement, the term "Other
Subsidiary"  shall mean any  Subsidiary  that is not a  Significant  Subsidiary.
Except as set forth in  Section  3.1 of the  Company  Disclosure  Schedule,  the
Company does not have any non-corporate subsidiaries.                           

         Section 3.2 Certificate of Incorporation and By-Laws. True, correct and
complete  copies of the Certificate of  Incorporation  and By-laws or equivalent
organizational  documents,  each as amended to date,  of the Company and each of
its Significant  Subsidiaries have been delivered to Parent.  The Certificate of
Incorporation, By-laws and equivalent organizational documents (collectively the
"Charter Documents") of the Company and each of its Significant Subsidiaries are
in full  force  and  effect.  Neither  the  Company  nor any of its  Significant
Subsidiaries  is in violation of any  provision  of its Charter  Documents.  The
Charter Documents of each Subsidiary that is not a Significant Subsidiary are in
full force and effect,  and no such  Subsidiary is in violation of any provision
of its Charter Documents,  except where the failure of such Charter Documents to
be in full force and effect,  or where such  violation,  individually  or in the
aggregate,  would not reasonably be expected to have a Company  Material Adverse
Effect.                                                                         

Section 3.3 Capitalization.                                   

         (a)  The  authorized  capital  stock  of the  Company  consists  of (i)
300,000,000 shares of Common Stock, $0.01 par value, and (ii) 100,000,000 shares
of preferred stock, $0.01 par value ("Preferred Stock"). As of May 31, 2000, (i)
78,530,049  shares of Company Common Stock were issued, of which 74,130,049 were
outstanding and 4,400,000  shares were held in the treasury of the Company,  and
(ii)  13,444,021  shares of Company Common Stock were reserved for issuance upon
the  exercise of  outstanding  Options.  The Company has no shares of  Preferred
Stock issued and outstanding. Since May 31, 2000, the Company has not issued any
shares of capital stock, or any security  convertible  into or exchangeable  for
shares of such  capital  stock,  other  than the  issuance  of shares of Company
Common Stock upon the  exercise of Options and since May 31,  2000,  the Company
has not  acquired  any  additional  shares of Company  Common Stock in treasury.
There were outstanding, as of May 31, 2000, no options, warrants or other rights
to acquire (including through the conversion or exchange of securities)  capital
stock from the Company other than the Options, representing in the aggregate the
right to purchase  11,216,002  shares of Company  Common  Stock under the Option
Plan. Except as disclosed in Section 3.3 of the Company Disclosure Schedule,  no
options or warrants or other  rights to acquire  capital  stock from the Company
have been issued or granted since May 31, 2000. As of May 31, 2000, the weighted
average  exercise  price of the Options was  approximately  $12.158.  All of the
issued and outstanding  Shares are, and any shares of Company Common Stock which
may be issued upon the exercise of Options will be, validly  issued,  fully paid
and nonassessable, and not subject to preemptive rights.                        

         (b) Except as  described  in Section  3.3(a)  hereof:  (i) no shares of
capital stock or other equity  securities of the Company are authorized,  issued
or outstanding,  or reserved for issuance, and there are no options, warrants or
other  rights  (including  registration  rights),  agreements,  arrangements  or
commitments of any character to which the Company or any of its  Subsidiaries is
a party  relating  to the  issued  or  unissued  capital  stock or other  equity
interests of the Company or any of its  Subsidiaries,  requiring  the Company or
any of its Subsidiaries to grant,  issue or sell any shares of the capital stock
or other  equity  interests of the Company or any of its  Subsidiaries  by sale,
lease, license or otherwise;  (ii) neither the Company nor its Subsidiaries have
any  obligations,  contingent or otherwise,  to repurchase,  redeem or otherwise
acquire any shares of the capital stock or other equity interests of the Company
or its  Subsidiaries;  (iii)  neither the  Company  nor any of its  Subsidiaries
(individually or in the aggregate),  directly or indirectly, owns, or has agreed
to purchase or otherwise  acquire,  the capital stock or other equity  interests
of, or any interest  convertible  into or  exchangeable  or exercisable for such
capital stock or such equity interests, of any corporation,  partnership,  joint
venture or other entity which would be material in value to the Company,  except
as disclosed in Section 3.3 of the Company Disclosure Schedule,  and all of such
investments  are owned  free and clear of all  Liens (as  hereinafter  defined),
except as disclosed in Section 3.3 of the Company Disclosure Schedule;  and (iv)
there are no voting trusts,  proxies or other agreements or understandings to or
by which the  Company  or any of its  Subsidiaries  is a party or is bound  with
respect to the voting of any shares of capital  stock or other equity  interests
of the Company or any of its Subsidiaries.                                      

         (c) No bonds,  debentures,  notes or other  indebtedness of the Company
having the right to vote (whether  currently or upon the occurrence of an event)
on any matters on which  stockholders of the Company or any of its  Subsidiaries
may vote  ("Company  Voting  Debt")  are  issued or  outstanding  or  subject to
issuance.                                                                       

         Section 3.4 Company Subsidiaries. Section 3.4 of the Company Disclosure
Schedule  sets  forth a list  of  each  Subsidiary  of the  Company.  All of the
outstanding shares of capital stock or other ownership  interests in each of the
Company's   Subsidiaries   have  been  validly  issued,   and  are  fully  paid,
nonassessable  and, except as disclosed in Section 3.4 of the Company Disclosure
Schedule, are owned by the Company or another Subsidiary of the Company free and
clear of all pledges, claims, options, liens, charges, encumbrances and security
interests of any kind or nature whatsoever (collectively,  "Liens"), and are not
subject to preemptive rights.                                                   

Section 3.5 Corporate Authority.                              

         (a) The Company has the  requisite  corporate  power and  authority  to
execute and deliver this Agreement and, in the case of the  consummation  of the
Merger, subject to the adoption of this Agreement by the Company's stockholders,
to consummate the transactions  contemplated  hereby. The execution and delivery
by the Company of this  Agreement,  and the  consummation  by the Company of the
transactions  contemplated  hereby,  have been duly  authorized  by its Board of
Directors  and, in the case of the  consummation  of the Merger,  except for the
adoption of this Agreement by the Company's stockholders,  no other corporate or
stockholder  action on the part of the Company is  necessary  to  authorize  the
execution and delivery by the Company of this Agreement and the  consummation by
it of the  transactions  contemplated  hereby.  This  Agreement  has  been  duly
executed  and  delivered  by the  Company  and  constitutes  a valid and binding
agreement of the Company and is  enforceable  against the Company in  accordance
with its terms. The preparation,  filing and distribution of the Proxy Statement
(as  hereinafter  defined) to be filed with the SEC has been duly  authorized by
the Board of Directors of the Company.                                          

         (b) Prior to  execution  and delivery of this  Agreement  and the Stock
Voting  Agreements,  the Board of  Directors  of the Company (at a meeting  duly
called and held) has (i) approved and declared  advisable  this  Agreement,  the
Stock  Voting  Agreements,  the Merger and the other  transactions  contemplated
hereby and thereby,  and such approval is sufficient to render  inapplicable  to
the  Merger  and all  other  transactions  contemplated  hereby or  thereby  the
restrictions  contained  in Section 203 of the DGCL,  (ii)  determined  that the
transactions  contemplated  hereby are fair to and in the best  interests of the
holders  of  Company  Common  Stock,  and (iii)  determined  to  recommend  this
Agreement to the Company's stockholders for adoption at the stockholders meeting
contemplated by Section 6.5(a) hereof.  The affirmative vote of the holders of a
majority of the outstanding shares of Company Common Stock, voting together as a
single  class,  is the only  vote of the  holders  of any class or series of the
Company's  capital  stock  necessary  to adopt this  Agreement or to approve the
Merger or the transactions  contemplated hereby. The Company has taken all steps
necessary to approve and  irrevocably  exempt the  transactions  contemplated by
this  Agreement and the Stock Voting  Agreements  from the provisions of Section
203 of the DGCL and from any  applicable  charter,  organizational  document  or
other  agreement,  arrangement or  understanding to which the Company is a party
containing any change of control,  "anti-takeover" or similar provision.  To the
Knowledge  of the  Company,  no  other  state or  foreign  takeover  statute  is
applicable to the Merger or the other transactions contemplated herein.         

         Section 3.6 Compliance with Applicable Law. (i) Each of the Company and
its  Subsidiaries  holds,  and is in compliance  with the terms of, all permits,
licenses,  exemptions,  orders and  approvals of all  Governmental  Entities (as
hereinafter  defined)  necessary for the conduct of their respective  businesses
("Company Permits"),  except for failures to hold or to comply with such Company
Permits  which  would  not,  individually  or in the  aggregate,  reasonably  be
expected to have a Company  Material  Adverse  Effect;  (ii) with respect to the
Company Permits,  (x) no action or proceeding is pending or, to the knowledge of
the Company, threatened, and (y) to the knowledge of the Company, no fact exists
or event has occurred that would,  individually or in the aggregate,  reasonably
be expected to have a Company Material Adverse Effect; (iii) the business of the
Company  and  its  Subsidiaries  is  being  conducted  in  compliance  with  all
applicable  laws,  ordinances,   regulations,   judgments,   decrees  or  orders
("Applicable Law") of any federal, state, local, foreign or multinational court,
arbitral tribunal,  administrative agency or commission or other governmental or
regulatory  authority or  administrative  agency or commission (a  "Governmental
Entity"),  except  for  violations  or  failures  to so comply  that  would not,
individually,  or in the  aggregate,  reasonably  be  expected to have a Company
Material Adverse Effect; and (iv) no investigation or review by any Governmental
Entity  with  respect to the Company or its  Subsidiaries  is pending or, to the
knowledge  of the Company,  threatened,  other than,  in each case,  those which
would not, individually,  or in the aggregate,  reasonably be expected to have a
Company Material Adverse Effect.                                                

         Section 3.7  Non-Contravention.  Except as  disclosed in Section 3.7 of
the Company  Disclosure  Schedule,  the execution and delivery by the Company of
this Agreement do not, and the  consummation  of the  transactions  contemplated
hereby and  compliance  with the  provisions  hereof will not, (i) result in any
violation  of, or  default  (with or without  notice or lapse of time,  or both)
under, or give rise to a right of  termination,  cancellation or acceleration of
any obligation or to the loss of a material benefit under,  any loan,  guarantee
of indebtedness or credit agreement,  note, bond,  mortgage,  indenture,  lease,
agreement, contract, instrument, permit, concession, franchise, right or license
(any of the  foregoing,  a  "Contract")  binding  upon the Company or any of its
Subsidiaries,  or result in the creation of any Lien upon any of the  properties
or assets of the  Company  or any of its  Subsidiaries,  (ii)  conflict  with or
result in any violation of any provision of the Certificate of  Incorporation or
By-Laws or other equivalent organizational document, in each case as amended, of
the Company or any of its  Subsidiaries,  or (iii)  conflict with or violate any
judgment,  order, decree, statute, law, ordinance, rule or regulation applicable
to the Company or any of its Subsidiaries or any of their respective  properties
or assets,  other than, in the case of clauses (i) and (iii),  any such right of
termination,  cancellation or acceleration, violation, conflict, default, right,
loss or Lien that,  individually  or in the  aggregate,  would not reasonably be
expected to have a Company Material Adverse Effect.                             

         Section  3.8  Government  Approvals;  Required  Consents.  No filing or
registration  with, or  authorization,  consent or approval of, any Governmental
Entity is required by or with respect to the Company or any of its  Subsidiaries
in connection  with the execution and delivery of this  Agreement by the Company
or is necessary for the  consummation of the  transactions  contemplated  hereby
(including,  without  limitation,  the Merger) except: (i) in connection,  or in
compliance,  with the  provisions of the Securities Act of 1933, as amended (the
"Securities  Act"),  the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange Act"),  any non-United  States  competition,  antitrust and investment
laws and any applicable state securities or "blue sky" law, (ii) the filing of a
notification under the Hart-Scott-Rodino  Antitrust Improvements Act of 1976, as
amended (the "HSR Act"),  (iii) the filing of notification under the Competition
Act  (Canada),  (iv) filings  under the Mexican Law (as defined in Section 6.7),
(v) the filing of Certificate of Merger with the Secretary of State of the State
of Delaware, (vi) such consents, approvals, authorizations, permits, filings and
notifications  listed in Section 3.8 of the Company Disclosure  Schedule,  (vii)
filing required by the NYSE,  (viii) filings required in connection with Company
Permits, (ix) in connection,  or in compliance,  with the provisions of federal,
state,  local  and  foreign  tax  law  and  (x)  such  other  consents,  orders,
authorizations,  registrations, declarations and filings the failure of which to
obtain or make  would  not,  individually  or in the  aggregate,  reasonably  be
expected to have a Company Material Adverse Effect.                             

         Section 3.9 SEC Documents and Other Reports.  The Company has filed all
documents  required  to be  filed  prior  to  the  date  hereof  by it  and  its
Subsidiaries  with the  Securities  and  Exchange  Commission  (the "SEC") since
November 19, 1997 (the "Company SEC Documents").  Except as set forth in Section
3.9 of the Company  Disclosure  Schedule,  as of their  respective  dates, or if
amended,  as of the date of the last such  amendment,  the Company SEC Documents
complied,  and all  documents  required to be filed by the Company  with the SEC
after the date hereof and prior to the Effective Time (the  "Subsequent  Company
SEC Documents";  provided,  however,  that the Subsequent  Company SEC Documents
shall not include the Proxy  Statement)  will comply,  in all material  respects
with the requirements of the Securities Act or the Exchange Act, as the case may
be, and the applicable rules and regulations  promulgated thereunder and none of
the Company SEC Documents  contained,  and the Subsequent  Company SEC Documents
will not contain,  any untrue  statement of a material fact or omitted,  or will
omit, to state any material  fact required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, or are to be made, not misleading.  The consolidated  financial statements
(including  related notes) of the Company  included in the Company SEC Documents
fairly  present  in  all  material  respects,  and  the  consolidated  financial
statements  (including  related notes) of the Company included in the Subsequent
Company  SEC  Documents  will  fairly  present  in all  material  respects,  the
consolidated   financial   position  of  the   Company   and  its   consolidated
Subsidiaries, as at the respective dates thereof and the consolidated results of
their operations and their  consolidated  cash flows for the respective  periods
then ended  (subject,  in the case of the  unaudited  statements,  to normal and
recurring  year-end audit  adjustments which were not, and, as to the Subsequent
Company  SEC  Documents,  are not  expected  to be,  material  and the fact that
certain  information and notes have been condensed or omitted in accordance with
the  Exchange  Act and the  rules and  regulations  promulgated  thereunder)  in
conformity with United States generally accepted accounting  principles ("GAAP")
applied on a  consistent  basis  during the periods  involved  (except as may be
indicated therein or in the notes thereto). Since December 31, 1999, the Company
has not made any change in the accounting  practices or policies  applied in the
preparation of its financial statements, except as may be required by GAAP.     

         Section 3.10 Absence of Certain Changes or Events.  Except as set forth
in the Company SEC  Documents,  since  December  31,  1999,  the Company and its
Subsidiaries  have conducted their  respective  businesses and operations in all
material respects in the ordinary and usual course consistent with past practice
and,  except as set forth in the Company SEC  Documents  or Section  3.10 of the
Company Disclosure Schedule, there has not occurred (i) through the date hereof,
any change in the business, condition (financial or otherwise) or the results of
operations  of the  Company  and its  Subsidiaries  that has  caused  a  Company
Material Adverse Effect;  (ii) any declaration,  setting aside or payment of any
dividend or  distribution of any kind by the Company on any class of its capital
stock;  (iii) any  material  increase in the  compensation  payable or to become
payable  by  the  Company  or  any  Subsidiary  to its  directors,  officers  or
management employees or any material increase in any bonus,  insurance,  pension
or other employee benefit plan, payment or arrangement made to, for or with such
directors,  officers or management  employees;  (iv) any material  change by the
Company or its  Subsidiaries  in  accounting  methods,  principles  or practices
except  as  required  by GAAP;  (v) any  material  change  in  financial  or tax
accounting  methods,  principles or practices by the Company or any  Subsidiary,
except insofar as may have been required by the Code; or (vi) any event that, if
taken during the period from the date of this  Agreement  through the  Effective
Time, would constitute a breach of Section 5.1 hereof.                          

         Section  3.11  Actions  and  Proceedings.  Except  as set  forth in the
Company SEC Documents, there are no outstanding orders, judgments,  injunctions,
awards or decrees of any  Governmental  Entity against the Company or any of its
Subsidiaries,  any of their properties, assets or business, or, to the knowledge
of the  Company,  any of the  Company's or its  Subsidiaries'  current or former
directors  or  officers  or any  other  person  whom the  Company  or any of its
Subsidiaries  has agreed to  indemnify,  as such other than those that would not
reasonably be expected to have a Company  Material  Adverse  Effect.  Except for
such actions  contemplated by Section 6.13 that may arise after the date hereof,
or as set forth in Section  3.11 of the  Company  Disclosure  Schedule or in the
Company SEC  Documents,  there are no actions,  suits or legal,  administrative,
regulatory  or  arbitration  proceedings  pending  or, to the  knowledge  of the
Company, threatened against the Company or any of its Subsidiaries, any of their
properties,  assets or business, or, to the knowledge of the Company, any of the
Company's or its  Subsidiaries'  current or former  directors or officers or any
other  person  whom  the  Company  or any  of its  Subsidiaries  has  agreed  to
indemnify,  as such,  that  (individually  or in the  aggregate)  are reasonably
likely to have a Company Material  Adverse Effect,  and, except for such actions
contemplated  by Section  6.13 that may arise after the date  hereof,  or as set
forth in Section 3.11 of the Company  Disclosure  Schedule or in the Company SEC
Documents,  to the Knowledge of the Company, no event has occurred, and no state
of facts exists,  which are reasonably likely to result in any such action, suit
or proceeding.                                                                  

         Section 3.12 Absence of Undisclosed Liabilities. Except as set forth in
the Company SEC Documents or in Section 3.12 of the Company Disclosure  Schedule
and for liabilities or obligations  which are accrued or reserved against on the
balance  sheet (or  reflected in the notes  thereto)  included in the  Company's
Annual  Report on Form 10-K for the year ended  December 31, 1999 (the  "Company
10-K"),  neither the Company nor any of its  Subsidiaries has any liabilities or
obligations  (including,   without  limitation,  Tax  (as  hereinafter  defined)
liabilities)  (whether  absolute,  accrued,  known  or  unknown,  contingent  or
otherwise),  other than (i) liabilities or obligations  incurred in the ordinary
course of business since  December 31, 1999 and (ii)  liabilities or obligations
which would not,  individually  or in the  aggregate,  reasonably be expected to
have a Company Material Adverse Effect.                                         

Section 3.13 Certain Contracts and Arrangements.              

         (a)  Except  as  disclosed  in Part I of  Section  3.13 of the  Company
Disclosure  Schedule or as disclosed in the Company SEC Documents and except for
this Agreement and the Stock Voting Agreements, as of the date hereof, there are
no  contracts to which the Company or any of its  Subsidiaries  is a party or by
which it is bound  which are or would be  required  to be filed as an exhibit to
the Company SEC Documents or Subsequent  Company SEC Documents (any contracts so
filed or required to be so filed collectively, the "Material Contracts"). Part 1
of Section 3.13 of the Company Disclosure  Schedule lists all contracts to which
the  Company  or any of its  Subsidiaries  is a party or by which they are bound
which (i) contain  provisions  restricting  or  limiting  the  Company's  or its
affiliates'  ability  to  compete  or  otherwise  engage in  specified  lines of
business, or (ii) include any obligation,  or contingent obligation,  to provide
severance,  change of control,  golden parachute,  stay-pay or similar payments,
excluding,  however,  severance  provisions  included in  collective  bargaining
agreements,  and severance  policies described on Part II of Section 3.13 of the
Company Disclosure Schedule. The Agreements or arrangements described in Section
3.13(a)(ii) are herein referred to as "Company Severance Agreements".           

         (b) The aggregate  principal  amount of indebtedness for borrowed money
of the  Company  and its  Subsidiaries  outstanding  as of the  date  hereof  is
approximately $1,145,000,000.                                                   

         (c) Neither the Company nor any of its Subsidiaries is in default under
any  Material  Contract,  and there has not  occurred  any event that,  with the
giving of notice or the lapse of time or both,  would  constitute such a default
by the Company or any of its Subsidiaries or, to the knowledge of the Company, a
default  thereunder  by any  other  party  thereto,  except  as set forth in the
Company SEC Documents or for such defaults as would not,  individually or in the
aggregate, reasonably be expected to have a Company Material Adverse Effect.    

Section 3.14 Taxes.                                           

         (a) Except to the  extent  that,  in the  aggregate,  breaches  of this
Section 3.14(a) would not result in a Company Material  Adverse Effect:  (i) the
Company and each of its  Subsidiaries  has filed all Tax Returns (as hereinafter
defined)  required  to have  been  filed  on or prior  to the  date  hereof,  or
appropriate  extensions  therefor  have  been  properly  obtained,  and such Tax
Returns are true, correct and complete; (ii) all Taxes (whether imposed directly
or  indirectly)  shown to be due on such Tax Returns either (x) have been timely
paid or (y) extensions for payment have been properly obtained or such Taxes are
being  timely and  properly  contested  and,  in either  case,  proper  accruals
pursuant to GAAP have been established on the Company's  consolidated  financial
statements with respect thereto;  (iii) the Company and each of its Subsidiaries
have  complied with all rules and  regulations  relating to the  withholding  of
Taxes;  (iv) except as set forth in Section  3.14(a) of the  Company  Disclosure
Schedule, neither the Company nor any of its Subsidiaries has waived any statute
of  limitations  in respect of its Taxes or Tax Returns;  (v) Tax Returns of the
Company and its  Subsidiaries  relating to federal,  foreign and material  state
income Taxes have not been examined by the Internal  Revenue  Service ("IRS") or
the  appropriate  taxing  authority,  except as disclosed in Section 3.14 of the
Company  Disclosure  Schedule,  which sets forth all closed and pending  audits,
examination  or  claims  by any  taxing  authority  of any Tax  Returns,  and no
extension  of the statute of  limitations  for the  assessment  of any  federal,
foreign and  material  state income Taxes has been granted by the Company or any
of its  Subsidiaries,  except  as  disclosed  in  Section  3.14  of the  Company
Disclosure Schedule;  (vi) no issues that have been raised by a taxing authority
in connection with the examination of any federal,  foreign or state Tax Returns
of the Company or its Subsidiaries are currently pending; (vii) all deficiencies
asserted or assessments  made as a result of any examination of such Tax Returns
by any taxing  authority have been paid in full or are being timely and properly
contested  and proper  accruals  pursuant to GAAP have been  established  on the
Company's consolidated financial statements with respect thereto;  (viii) except
as set forth in Section  3.14 of the Company  Disclosure  Schedule,  neither the
Company nor any of its  Subsidiaries  has any  liability for Taxes of any person
other than the  Company  and its  Subsidiaries  under (a)  Treasury  Regulations
Section  1.1502-6 (or any similar  provision of state,  local or foreign law) or
(b) any express or implied  agreement;  (ix) except as set forth in Section 3.14
of  the  Company  Disclosure  Schedule,  neither  the  Company  nor  any  of its
Subsidiaries  has been a member of any  affiliated  group  within the meaning of
Section 1504(a) of the Code other than the affiliated group of which the Company
is the common  parent  corporation;  (x) the unpaid Taxes of the Company and its
Subsidiaries for Tax periods from December 31, 1998 through the Closing Date are
normal recurring Taxes attributable solely to the conduct of their businesses in
the ordinary course and in a manner consistent with past practices, and (xi) the
Company and its Subsidiaries  (or, in the case of clause (a) below,  each of the
Subsidiaries) as of the most recent practicable date (as well as on an estimated
pro forma  basis as of the  Closing  giving  effect to the  consummation  of the
transactions  contemplated  hereby) do not have any: (a) excess loss accounts as
defined in Treas.  Reg.  Section  1.1502-19;  (b) Code  Section 481  adjustments
allocable  to the Company or any  Subsidiary;  or (c)  deferred  gains or losses
allocable  to  the  Company  or its  Subsidiaries  arising  out of any  deferred
intercompany  transaction as defined in Treas. Reg. Section 1.1502-13 or similar
provisions of U.S. federal, state, local or foreign tax law.                    

         (b) No examination  or audit by the IRS or any taxing  authority of any
Tax  Return of the  Company  and/or  any of its  Subsidiaries  is  currently  in
progress or, to the  knowledge of the Company,  threatened or  contemplated,  in
each case,  which involve claims that,  individually  or in the  aggregate,  are
reasonably likely to have a Company Material Adverse Effect. Neither Company nor
any  of  its  Subsidiaries  has  been  informed  by any  jurisdiction  that  the
jurisdiction  believes that Company or any of its  Subsidiaries  was required to
file any Tax Return that was not filed which  failure or failures,  individually
or in the aggregate,  are reasonably  likely to have a Company  Material Adverse
Effect. The election under Section 338(h)(10) of the Code in connection with the
Company's  and certain  Subsidiaries'  acquisition  from  American Home Products
Corporation on November 1, 1996, was made timely and properly.                  

         (c)  Neither  Company  nor  any  of  its  Subsidiaries  is  a  "consent
corporation"  within the meaning of Section  341(f) of the Code, and none of the
assets of Company or its  Subsidiaries  are subject to an election under Section
341(f) of the Code.                                                             

         (d) Neither the Company nor any of its  Subsidiaries  has been a United
States real property holding corporation within the meaning of Section 897(c)(2)
of the Code during the applicable  period specified in Section  897(c)(1)(A)(ii)
of the Code.                                                                    

         (e) Except as set forth in  Section  3.14 of the  Disclosure  Schedule,
neither  the  Company  nor any of its  Subsidiaries  has made any  payments,  is
obligated  to make any  payments,  or is a party  to any  agreement  that  could
obligate it to make any payments that will not be  deductible  under either Code
Section  162(m)  or Code  Section  280G  (or  cause  the  Company  or any of its
Subsidiaries  to incur an  obligation  to  reimburse  a person for a Tax imposed
under Code Section 4999).                                                       

         (f) Except as set forth in Section  3.14(f) of the  Company  Disclosure
Schedule,  since December 31, 1999, the Company and its  Subsidiaries  have used
tax accounting methods,  practices and elections consistent with past practices,
and have not used any  improper,  invalid or  inconsistent  method,  practice or
election  with  respect to any period  beginning on or prior to the date hereof,
except to the extent such method,  practice or election would not,  individually
or in the aggregate,  reasonably be expected to have a Company  Material Adverse
Effect.                                                                         

         (g) Except as set forth in Section  3.14(g) of the  Company  Disclosure
Schedule,  to the knowledge of the Company,  no state of facts or  circumstances
exists  which is  reasonably  likely  to  constitute  grounds  for any  audit or
examination  of, or the  assessment  of  additional  Taxes with  respect to, Tax
Returns  previously  filed, or with respect to Tax Returns  previously failed to
have been filed, by the Company or any of its Subsidiaries,  where such audit or
examination  or  assessment  would,  individually  or in the  aggregate,  have a
Company Material Adverse Effect.                                                

         (h) For purposes of this Agreement,  a "Tax" or, collectively,  "Taxes"
means any and all federal, state, local and foreign taxes, assessments and other
governmental charges, duties, impositions,  levies, and liabilities,  including,
without  limitation,  taxes based upon or measured  by gross  receipts,  income,
profits, sales, use or occupation, and value added, ad valorem, transfer, gains,
franchise,  withholding,  payroll, recapture,  employment,  excise, unemployment
insurance, social security, business license, occupation, business organization,
stamp,  environmental and property taxes, together with all interest,  penalties
and additions imposed with respect to such amounts and any obligations under any
law or any agreements or arrangements with any other person with respect to such
amounts and including, without limitation, any primary,  contingent,  transferee
or successor  liability for taxes of another  person,  a  predecessor  entity or
former  affiliate.  "Tax  Returns"  means all  reports,  returns,  declarations,
statements or other information required to be supplied to a taxing authority in
connection with Taxes.                                                          

         Section 3.15 Intellectual Property. Except as set forth in Section 3.15
of the Company Disclosure Schedule, the Company and its Subsidiaries own, or are
licensed  or  otherwise  have the right to use,  all United  States and  foreign
issued  patents,  patent rights,  patent  applications,  registered  trademarks,
trademark  applications,  registered  service marks,  service mark applications,
trade names,  copyrights,  software and know-how (the  "Intellectual  Property")
currently used by the Company and its  Subsidiaries  in their  business,  except
where the  failure to so own,  license or  otherwise  have the right to use such
Intellectual  Property  would not be  reasonably  be  expected to have a Company
Material  Adverse  Effect.  Except as would not reasonably be expected to have a
Company  Material  Adverse Effect and except as set forth in Section 3.15 of the
Company  Disclosure  Schedule,  (i) the use of the Intellectual  Property by the
Company  and  its   Subsidiaries   does  not  interfere  with,   infringe  upon,
misappropriate  or  otherwise  come into  conflict  with any patent,  trademark,
service  mark,  trade  name,  copyright,  brand  name,  logo,  symbol  or  other
intellectual  property or proprietary  information of any other person, and (ii)
to the knowledge of the Company, no other person is interfering with, infringing
upon,  misappropriating  or otherwise coming into conflict with any Intellectual
Property of the Company or any of its Subsidiaries.                             

         Section 3.16  Information  in  Disclosure  Documents  and  Registration
Statement. None of the information supplied or to be supplied by the Company for
inclusion in (i) the Registration Statement on Form S-4 to be filed with the SEC
under the  Securities  Act for the purpose of  registering  the shares of Parent
Common  Stock to be issued in  connection  with the  Merger  (the  "Registration
Statement")  or  (ii)  the  proxy  statement/prospectus  to  be  distributed  in
connection  with  the  Company's  meeting  of  stockholders  to vote  upon  this
Agreement  (the  "Proxy  Statement")  will,  in the  case  of  the  Registration
Statement,  at the  time it  becomes  effective  or,  in the  case of the  Proxy
Statement or any amendments thereof or supplements  thereto,  at the time of the
initial  mailing  of the  Proxy  Statement  and any  amendments  or  supplements
thereto,  and at the time of the Company Stockholder Meeting (as defined herein)
to be held in  connection  with the Merger,  contain any untrue  statement  of a
material fact or omit to state any material  fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which  they are made,  not  misleading.  The  Registration
Statement,  as of its effective  date,  will comply (with respect to information
relating  to  the  Company)  as to  form  in  all  material  respects  with  the
requirements of the Securities  Act, and the rules and  regulations  promulgated
thereunder,  and as of the date of its initial mailing and as of the date of the
Company  Stockholder  Meeting,  the Proxy Statement will comply (with respect to
information  relating to the Company) as to form in all material  respects  with
the applicable  requirements  of the Exchange Act, and the rules and regulations
promulgated  thereunder.  Notwithstanding  the  foregoing,  the Company makes no
representation  with respect to any statement in the foregoing  documents  based
upon information supplied by Parent or Merger Sub for inclusion therein.        

Section 3.17 Employee Benefit Plans; ERISA.                   

         (a) Section 3.17(a) of the Company  Disclosure  Schedule sets forth the
name of each Company Plan (as hereinafter  defined) and of each bonus,  deferred
compensation  (together  with  a  list  of  participants   therein),   incentive
compensation,  profit  sharing,  salary  continuation  (together  with a list of
participants  therein),  employee  benefit plan,  stock purchase,  stock option,
employment, severance, termination, golden parachute, consulting or supplemental
retirement plan or agreement  (collectively,  the "Benefit Plans"). With respect
to each Benefit  Plan,  to the extent  applicable,  the Company has delivered to
Parent  correct and complete  copies of (i) the plan  documents and summary plan
descriptions,  (ii) the most recent  determination letter received from the IRS,
(iii) the most recent Form 5500 annual report, and (iv) all related  agreements,
insurance contracts and other agreements which implement each Benefit Plan.     

         (b) Except to the  extent  that,  in the  aggregate,  breaches  of this
Section 3.17(b) and Sections 3.17(c),  (d) and (e) would not result in a Company
Material  Adverse  Effect and  except as  described  in  Section  3.17(b) of the
Company Disclosure Schedule:  (i) each Company Plan and Benefit Plan complies in
all  respects  with the Employee  Retirement  Income  Security  Act of 1974,  as
amended ("ERISA"),  the Code and all other applicable laws and administrative or
governmental  rules and  regulations,  (ii) no  "reportable  event"  (within the
meaning of Section 4043 of ERISA) has occurred  with respect to any Company Plan
for which the 30-day  notice  requirement  has not been waived  (other than with
respect to the transactions  contemplated by this Agreement);  (iii) neither the
Company nor any of its ERISA  Affiliates (as hereinafter  defined) has withdrawn
from any Company Plan under Section 4063 of ERISA or has taken,  or is currently
considering  taking,  any action to do so; and no action has been  taken,  or is
currently being considered, to terminate any Company Plan subject to Title IV of
ERISA, (iv) no Company Plan, nor any trust created thereunder,  has incurred any
"accumulated  funding deficiency" (as defined in Section 302 of ERISA),  whether
or not  waived,  (v) there are no  actions,  suits or claims  pending or, to the
knowledge of the Company,  threatened  (other than routine  claims for benefits)
with respect to any Company Plan or Benefit  Plan,  (vi) neither the Company nor
any of its ERISA  Affiliates  has  incurred or would  reasonably  be expected to
incur any  liability  under or  pursuant  to Title IV of ERISA that has not been
satisfied in full,  (vii) no  non-exempt  prohibited  transactions  described in
Section 406 of ERISA or Section 4975 of the Code have  occurred,  and (viii) all
Company Plans and Benefit Plans that are intended to be qualified  under Section
401(a) of the Code have  received a  favorable  determination  letter as to such
qualification  from the Internal  Revenue  Service,  and no event has  occurred,
either by reason of any action or failure to act,  which  could be  expected  to
cause the loss of any such  qualification,  and the  Company is not aware of any
reason why any Company Plan and Benefit  Plan is not so qualified in  operation.
As used herein: (i) "Company Plan" means a "pension plan" (as defined in Section
3(2) of ERISA, other than a Company  Multiemployer Plan) or a "welfare plan" (as
defined in Section 3(l) of ERISA)  established  or  maintained by the Company or
any  of its  ERISA  Affiliates  or to  which  the  Company  or any of its  ERISA
Affiliates  has  contributed  in the last three years or otherwise  may have any
liability;  (ii) "Company  Multiemployer Plan" means a "multiemployer  plan" (as
defined in Section 4001(a)(3) of ERISA) to which the Company or any of its ERISA
Affiliates  is or has been  obligated to  contribute  or otherwise  may have any
liability;  and (iii) "ERISA Affiliate" means any member of a "controlled group"
of which the  Company is a member or under  "common  control"  with the  Company
(within the meaning of Section 414(b) or (c) of the Code.                       

         (c) Section 3.17(c) of the Company  Disclosure  Schedule sets forth the
name  of  each  Company   Multiemployer  Plan.  With  respect  to  each  Company
Multiemployer  Plan,  except as set forth on  Schedule  3.17(c)  of the  Company
Disclosure Schedule, and except for such matters that, together with breaches of
Section  3.17(b),  (d) and (e) that,  in the  aggregate,  would not  result in a
Company  Material  Adverse  Effect,  (i)  neither  the  Company  nor any Company
Subsidiary or ERISA Affiliate has withdrawn,  partially  withdrawn,  or received
any notice of any claim or demand for withdrawal liability or partial withdrawal
liability,  (ii)  neither  the  Company  nor any  Company  Subsidiary  or  ERISA
Affiliate knows or has been notified by any Company Multiemployer Plan that such
Company Multiemployer Plan is currently in reorganization or insolvency under or
within the meaning of Sections  4241 or 4245 of ERISA,  that such  Multiemployer
Plan intends to terminate or has been  terminated  under Section 4041A of ERISA,
that  increased  contributions  may be  required  to avoid a  reduction  in plan
benefits  or the  imposition  of any excise tax, or that any such plan is or may
become insolvent,  (iii) neither the Company nor any Company Subsidiary or ERISA
Affiliate has failed to make any required  contributions  to any such plan, (iv)
no such plan is a party to any pending  merger or asset or  liability  transfer,
(v) to the knowledge of the Company,  there are no PBGC  proceedings  against or
affecting any such plan, and (vi) neither the Company nor any Company Subsidiary
or ERISA Affiliate has (or may have as a result of the transaction  contemplated
hereby) any  withdrawal  liability  by reason of the sale of assets  pursuant to
Section 4204 of ERISA.  Except as otherwise set forth on Section  3.17(c) of the
Company Disclosure Schedule,  Section 3.17(c) of the Company Disclosure Schedule
includes for each Company Multiemployer Plan, as of its last valuation date, the
amount of potential withdrawal liability for the Company,  Company Subsidiary or
ERISA Affiliate, calculated according to the information made available pursuant
to  ERISA  Section  4221(a)  and  identified  as the  specific  obligor.  To the
knowledge of the Company,  except as set forth on Section 3.17(c) of the Company
Disclosure  Schedule,  nothing  has  occurred or is expected to occur that would
increase the amount of the total potential  withdrawal  liability of a specified
obligor  for any such plan  over the  amount  shown in  Section  3.17(c)  of the
Company Disclosure Schedule, except where such increase would not have a Company
Material Adverse Effect.                                                        

         (d) Except as  disclosed in Section  3.17(d) of the Company  Disclosure
Schedule,  as of the last day of the most  recent  prior plan  year,  the market
value of assets under each Benefit Plan subject to Title IV of ERISA, other than
any  Multiemployer  Plan,  equaled  or  exceeded  the  present  value of benefit
liabilities  thereunder  (determined in accordance with the actuarial  valuation
assumptions  described on Section 3.17(d) of the Company Disclosure  Schedule or
the actuarial valuation report provided to Parent).                             

         (e)  (i)  Except  as  disclosed  in  Section  3.17(e)  of  the  Company
Disclosure  Schedule,  no amount  payable under any Company Plan will fail to be
deductible  for federal  income tax  purposes  by virtue of Section  280G of the
Code;  and (ii) except as would not be  reasonably  likely to result in material
(individually  or  in  the  aggregate)   liability,   the  consummation  of  the
transactions  contemplated  by this  Agreement  will  not  (either  alone  or in
combination  with any other event,  including a termination of  employment)  (A)
entitle  any current or former  director,  officer or employee of the Company or
any of its ERISA Affiliates to severance pay, change of control payments, golden
parachute payments,  unemployment  compensation or any other payment,  except as
expressly  provided in this  Agreement,  (B)  accelerate  the time of payment or
vesting,  or increase  the amount of,  compensation  or other  economic  benefit
provided or made  available to any such  director,  officer or employee,  or (C)
accelerate or increase the funding obligation of the Company or its Subsidiaries
with respect to any Company Plan.                                               

         Section 3.18 Environmental Matters. Except as disclosed in Section 3.18
of the Company Disclosure  Schedule or in the Company SEC Documents,  and except
for such  matters  that would not,  in the  aggregate,  have a Company  Material
Adverse Effect:                                                                 

         (a) The  Company and its  Subsidiaries  have  obtained,  or have timely
applied  for,  all  environmental,  health  and  safety  permits,  licenses  and
governmental  authorizations  (collectively,  "Environmental Permits") necessary
under applicable  Environmental  Laws (as hereinafter  defined) to conduct their
business and operations as currently conducted.                                 

         (b) The  Company  and  its  Subsidiaries  are in  compliance  with  all
applicable Environmental Laws and Environmental Permits, and neither the Company
nor any of its  Subsidiaries  has  received any written  communication  from any
person or  Governmental  Entity  that  alleges  that the  Company  or any of its
Subsidiaries is not in such compliance.                                         

         (c) There are no Environmental  Claims (as hereinafter defined) pending
or, to the knowledge of the Company,  threatened,  against the Company or any of
its Subsidiaries,  in either case arising out of (i) any real property currently
or formerly owned, leased or operated by the Company or any of its Subsidiaries,
or  (ii)  any  current  or  former  operations  of  the  Company  or  any of its
Subsidiaries.                                                                   

         (d) Neither the Company nor any of its  Subsidiaries  has retained,  or
assumed,  either  contractually or by operation of law, any liabilities of which
the Company has knowledge arising under applicable Environmental Laws.          

         (e) The  Company  and  its  Subsidiaries  are in  compliance  with  all
applicable  Environmental  Laws  governing the  investigation,  remediation  and
monitoring of a facility at the time of its  transfer,  including the New Jersey
Industrial  Site  Recovery Act and the  Connecticut  Transfer Act, to the extent
required to consummate the transactions contemplated by this Agreement.         

         (f) To the  Knowledge of the  Company,  no event has  occurred,  and no
state of facts exists,  that is reasonably likely to result in any Environmental
Claim described in Section 3.18(c) above.                                       

         (g) (i)  "Environmental  Claims"  means  any  and  all  administrative,
regulatory or judicial  actions,  suits,  demands,  demand letters,  directives,
claims,  liens,  investigations,  proceedings  or  notices of  noncompliance  or
violation  (in each case in  writing)  by any  Person or entity  (including  any
Governmental Entity),  alleging noncompliance,  violation or potential liability
(including  potential  responsibility  or  liability  for costs of  enforcement,
investigation,  cleanup,  governmental  response,  removal or  remediation,  for
natural resources  damages,  property damage,  personal injuries or penalties or
for  contribution,  indemnification,  cost recovery,  compensation or injunctive
relief) arising out of, or related to (x) the presence,  Release (as hereinafter
defined) or  threatened  Release of any  Hazardous  Materials  at any  location,
whether or not owned or operated by the Company or any of its  Subsidiaries,  or
(y) circumstances forming the basis of any violation or alleged violation of, or
liability under, any Environmental Law or Environmental Permit.                 

                  (ii) "Environmental Laws" mean all foreign, federal, state and
local laws,  rules,  regulations,  orders,  decrees,  common law,  judgments  or
binding  agreements  issued,   promulgated  or  entered  into  by  or  with  any
Governmental Entity,  relating to pollution,  the environment (including ambient
air,  surface  water,  groundwater,   land  surface  or  subsurface  strata)  or
protection of human health as it relates to the environment,  including laws and
regulations  relating to Releases or threatened Releases of Hazardous Materials,
or otherwise relating to the generation, manufacture,  processing, distribution,
use,  treatment,  storage,  transport,  handling  of or  exposure  to  Hazardous
Materials.                                                                      

                  (iii)  "Hazardous   Materials"  means  (x)  any  petroleum  or
petroleum  products,  fractions  or  wastes,  radioactive  materials  or wastes,
friable  asbestos and  polychlorinated  biphenyls;  and (y) any other  chemical,
material,   substance  or  waste  the   generation,   manufacture,   processing,
distribution,  possession,  use,  treatment,  storage  or  Release  of  which is
prohibited, limited or regulated under any applicable Environmental Law.        

                  (iv) "Release" means any release,  spill,  emission,  leaking,
dumping, injection, pouring, deposit, disposal,  discharge,  dispersal, leaching
or  migration  into the  environment  (including  ambient  air,  surface  water,
groundwater,  land  surface  or  subsurface  strata)  or  within  any  building,
structure, facility or fixture.                                                 

         Section  3.19  Affiliate  Transactions.  Except as set forth in Section
3.19 of the Company Disclosure  Schedule,  or except as set forth in the Company
SEC Documents,  there are no material  Contracts or other material  transactions
between the  Company or any of its  Subsidiaries,  on the one hand,  and any (i)
officer or director of the Company or of any of its Subsidiaries, (ii) record or
beneficial  owner of five percent or more of any class of the voting  securities
of the  Company  or (iii)  affiliate  (as such  term is  defined  in Rule  12b-2
promulgated under the Exchange Act) of any such officer,  director or beneficial
owner, on the other hand.                                                       

         Section 3.20 Opinion of Financial Advisor. The Company has received the
written opinion of Chase Securities Inc.  ("Chase") in the form and substance of
the written  opinion  provided to Parent prior to the  execution and delivery of
this Agreement to the effect (as provided therein) that the Merger Consideration
is fair to the holders of Company  Common  Stock from a financial  point of view
which opinion will be confirmed in writing.                                     

         Section 3.21 Brokers.  Other than Chase and Hicks, Muse & Co. Partners,
L.P.  ("HMCo"),  no broker,  finder,  investment banker or financial advisor has
been retained by the Company or is entitled to any brokerage,  finder's or other
fee  or  commission  from  the  Company  in  connection  with  the  transactions
contemplated by this Agreement.                                                 

Section 3.22 Fees.                                            

         (a) On the  assumption  that  all  employees  subject  or  party to the
Company Severance  Agreements are terminated  immediately  following the Closing
Date,  the  Company's  and  its  Subsidiaries'  obligations  under  the  Company
Severance  Agreements  will not exceed,  in the aggregate,  $15,352,000 (as such
amount may be  increased  after  September  15, 2000 for the amount of any bonus
accruing after such date in accordance with the terms of the applicable  Company
Severance  Agreements),  provided  that such amount does not include (i) amounts
payable  pursuant to the Worker  Adjustment and Retraining  Notification Act (or
any similar state statute),  (ii) amounts payable under the Company's  severance
policies described in Section 3.22 of the Company Disclosure Schedule,  or (iii)
the impact of the transactions contemplated herein with respect to the Options. 

         (b) Other than the Financial Advisory Agreement dated as of November 1,
1996 between the Company and HMCo (the "Advisory  Agreement") and the Monitoring
and  Oversight  Agreement  dated as of November 1, 1996  between the Company and
HMCo (the "Oversight Agreement"), and except as set forth in Section 3.22 of the
Company Disclosure Schedule,  there is no agreement or other arrangement between
the Company or any  Subsidiary  and HMCo or any  affiliate  of HMCo  (including,
without limitation,  Hicks, Muse, Tate & Furst Incorporated and its affiliates).
The  compensation,  fees and  other  amounts,  excluding  the  reimbursement  of
expenses,  payable by the Company or its  Subsidiaries  pursuant to the Advisory
Agreement as a result of the transactions  contemplated herein shall not exceed,
in the  aggregate,  $10,000,000.  No additional  amounts will be paid or payable
under the  Oversight  Agreement  other than  regularly  scheduled  payments.  In
addition to the foregoing,  HMCO shall be entitled to  reimbursement of expenses
through the Closing Date pursuant to the terms of the Advisory Agreement and the
Oversight  Agreement provided that such expenses shall not exceed $50,000 in the
aggregate.                                                                      

         (c) The fees  payable by the Company or its  Subsidiaries  to Chase for
the  fairness  opinion  referred  to in  Section  3.20  above  shall not  exceed
$2,000,000, plus any required expense reimbursement.                            

         Section  3.23 Lack of  Ownership of Parent  Common  Stock.  Neither the
Company  nor any of its  Subsidiaries  owns any  shares of Parent  Common  Stock
(exclusive of any shares owned by Company Plans).                               

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND

MERGER SUB

         Parent and Merger Sub, jointly and severally,  represent and warrant to
the Company as follows:                                                         

         Section 4.1 Organization and Good Standing.  Each of Parent, Merger Sub
and each Subsidiary of Parent that is a Significant Subsidiary and a corporation
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware, and each has the corporate power and authority to
carry on its business as it is now being  conducted.  Each Other Subsidiary that
is a corporation is a corporation  duly organized,  validly existing and in good
standing under the laws of its jurisdiction of  incorporation,  and each has the
corporate  power  and  authority  to carry on its  business  as it is now  being
conducted, except where the failure (i) to be so organized,  validly existing or
in good standing, or (ii) to have such power and authority, would not reasonably
by expected to have a material adverse effect, individually or in the aggregate,
on the business,  condition (financial or otherwise) or results of operations of
Parent and its Subsidiaries taken as a whole, or the ability of Parent or Merger
Sub to consummate  the Merger and the other  transactions  contemplated  by this
Agreement (a "Parent  Material  Adverse  Effect").  Parent,  Merger Sub and each
Significant  Subsidiary  that is a  corporation  is duly  qualified as a foreign
corporation to do business,  and is in good standing, in each jurisdiction where
the character of its  properties  owned or held under lease or the nature of its
activities makes such qualification necessary, except where the failure to be so
qualified or in good standing  would not reasonably be expected to have a Parent
Material Adverse Effect.                                                        

         Section 4.2 Certificate of Incorporation and By-Laws. True, correct and
complete copies of the Certificates of  Incorporation  and By-laws or equivalent
organizational documents, each as amended to date, of Parent and Merger Sub have
been made  available to the  Company.  The  Certificates  of  Incorporation  and
By-laws,  or  equivalent  organizational  documents,  of Parent  and each of its
Subsidiaries  are in  full  force  and  effect.  Neither  Parent  nor any of its
Subsidiaries   is  in  violation  of  any  provision  of  its   Certificate   of
Incorporation, By-laws or equivalent organizational documents.                  

Section 4.3 Capitalization.                                   

         (a)  The   authorized   capital   stock  of  Parent   consists  of  (i)
1,200,000,000  shares of Common Stock,  par value $5.00 per share,  constituting
Parent  Common  Stock,  (ii) 150,000  shares of parent Class B Preferred  Stock,
$50.00  par value  ("Class B Stock"),  (iii)  250,000  shares of Parent  Class C
Preferred Stock,  $100.00 par value ("Class C Stock"),  (iv) 1,100,000 shares of
Parent Class D Preferred  Stock,  without par value  ("Class D Stock"),  and (v)
16,550,000 shares of parent Class E Preferred Stock, without par value ("Class E
Stock").  The  Class B Stock,  Class C Stock,  Class D Stock  and Class E Stock,
together with Parent Common Stock, is referred to as the "Parent Capital Stock".
As of May 28, 2000,  (x)  492,347,367  shares of Parent Common Stock were issued
and outstanding,  (y) 25,627,130 shares of Parent Common Stock were reserved for
issuance  upon the exercise of  outstanding  options to purchase  Parent  Common
Stock,  and (z)  31,789,509  shares  of  Parent  Common  Stock  were held in the
treasury of Parent.  Parent has no shares of Class B Stock, Class C Stock, Class
D Stock or Class E Stock issued and outstanding.  Since May 28, 2000 through the
date  hereof,  Parent has not issued any  shares of its  capital  stock,  or any
security  convertible  into or  exchangeable  for shares of such capital  stock,
other than upon the exercise of stock  options  and,  since May 27, 2000 through
the date hereof,  Parent has not acquired any additional shares of Parent Common
Stock in treasury.  Except as set forth in the Parent SEC Documents,  there were
outstanding as of May 28, 2000, no options,  warrants or other rights to acquire
(including through the conversion or exchange of securities)  capital stock from
Parent  other than stock  options  representing  in the  aggregate  the right to
purchase  25,627,130  shares of Parent  Common Stock under the Parent 1982 Stock
Plan,  1985 Stock Plan,  1990 Stock Plan,  1995 Stock Plan,  Golden Valley Stock
Plan and Goodmark Stock Plan (the "Parent Option Plans"). Except pursuant to the
Parent Option Plans,  no options or warrants or other rights to acquire  capital
stock from the Company  have been issued or granted  since May 28, 2000  through
the date hereof. As of May 28, 2000, the weighted average exercise price of such
options issued by Parent was  approximately  $23.2941.  The  authorized  capital
stock of Merger Sub consists of 10,000  shares of Common  Stock,  par value $.01
per share,  constituting  the Merger Sub Common  Stock.  As of the date  hereof,
1,000 shares of Merger Sub Common Stock are issued and outstanding, all of which
are owned by Parent,  and no shares of Merger  Sub Common  Stock are held in the
treasury  of Merger  Sub.  All of the  issued and  outstanding  shares of Parent
Common Stock and Merger Sub Common Stock have been validly issued, and are fully
paid and nonassessable,  and are not subject to preemptive rights. Each share of
Parent Common Stock to be issued in connection  with the Merger or upon exercise
of the Rollover  Options has been duly authorized  and, when so issued,  will be
fully paid and nonassessable, and will not be subject to preemptive rights.     

         (b)  Except as set forth in the  Parent  SEC  Documents,  and except as
described in Section  4.3(a),  as of the date  hereof,  (i) no shares of capital
stock or other equity securities of Parent or Merger Sub are authorized,  issued
or outstanding,  or reserved for issuance and there are no options,  warrants or
other  rights  (including  registration  rights),  agreements,  arrangements  or
commitments  of any  character  to which  Parent or  Merger  Sub or any of their
respective  Subsidiaries  is a party relating to the issued or unissued  capital
stock or other  equity  interests of Parent or Merger Sub,  requiring  Parent or
Merger  Sub to grant,  issue or sell any  shares of the  capital  stock or other
equity interests of Parent or Merger Sub or any of their respective Subsidiaries
by sale,  lease,  license  or  otherwise;  (ii)  neither  Parent  nor any of its
Subsidiaries have any obligation, contingent or otherwise, to repurchase, redeem
or otherwise  acquire any shares of the capital stock or other equity  interests
of Parent or Merger Sub or any of their respective  Subsidiaries;  (iii) none of
Parent or Merger Sub or any of their respective Subsidiaries (individually or in
the  aggregate),  directly  or  indirectly,  owns,  or has agreed to purchase or
otherwise  acquire,  the  capital  stock or other  equity  interests  of, or any
interest  convertible into or exchangeable or exercisable for such capital stock
or such equity  interests,  of any  corporation,  partnership,  joint venture or
other entity  which would be material in value to Parent;  and (iv) there are no
voting  trusts,  proxies or other  agreements or  understandings  to or by which
Parent or Merger Sub or any of their  respective  Subsidiaries  is a party or is
bound with respect to the voting of any shares of capital  stock or other equity
interests of Parent or Merger Sub or any of their respective Subsidiaries.      

         (c) No  bonds,  debentures,  notes or other  indebtedness  of Parent or
Merger Sub having the right to vote (whether currently or upon the occurrence of
an event) on any matters on which the stockholders of Parent,  Merger Sub or any
of its other  Subsidiaries  may vote are  issued or  outstanding  or  subject to
issuance.                                                                       

Section 4.4 Corporate Authority.                              

         (a) Each of Parent and Merger Sub has the requisite corporate power and
authority  to  execute  and  deliver  this   Agreement  and  to  consummate  the
transactions  contemplated  hereby. The execution and delivery of this Agreement
by Parent and Merger  Sub and the  consummation  by Parent and Merger Sub of the
transactions  contemplated  hereby have been duly  authorized by its  respective
Board of Directors and no other corporate action on the part of Parent or Merger
Sub is necessary to authorize  the  execution  and delivery by Parent and Merger
Sub  of  this  Agreement  and  the   consummation  by  it  of  the  transactions
contemplated  hereby.  This  Agreement  has been duly  executed and delivered by
Parent and Merger Sub and  constitutes  a valid and binding  agreement of Parent
and Merger Sub and is  enforceable  against  Parent and Merger Sub in accordance
with its terms. The preparation and filing of the  Registration  Statement to be
filed with the SEC has been duly authorized by the Board of Directors of Parent.

         (b) Prior to the execution and delivery of this Agreement and the Stock
Voting Agreements, the Board of Directors of each of Parent and Merger Sub (at a
meeting  duly called and held) has (i)  approved  and  declared  advisable  this
Agreement,  the Stock Voting  Agreements,  the Merger and the other transactions
contemplated  hereby and  thereby,  and (ii)  determined  that the  transactions
contemplated  hereby  are fair to and in the best  interests  of the  holders of
Parent Common Stock and Merger Sub Common Stock.                                

         Section 4.5 Compliance  with Applicable Law. (i) Each of Parent and its
Subsidiaries  holds,  and is in  compliance  with the  terms  of,  all  permits,
licenses,   exemptions,  orders  and  approvals  of  all  Governmental  Entities
necessary  for the  conduct of their  respective  business  ("Parent  Permits"),
except for  failures to hold or to comply with such Parent  Permits  which would
not,  individually or in the aggregate,  reasonably be expected to have a Parent
Material Adverse Effect;  (ii) with respect to the Parent Permits,  no action or
proceeding  is pending or, to the knowledge of Parent,  threatened,  and, to the
knowledge  of  Parent,  no  fact  exists  or  event  has  occurred  that  would,
individually  or in the  aggregate,  reasonably  be  expected  to have a  Parent
Material  Adverse Effect;  (iii) the business of Parent and its  Subsidiaries is
being  conducted in  compliance  with all  Applicable  Laws of any  Governmental
Entity,  except  for  violations  or  failures  to so  comply  that  would  not,
individually,  or in the  aggregate,  reasonably  be  expected  to have a Parent
Material Adverse Effect; and (iv) no investigation or review by any Governmental
Entity  with  respect  to  Parent  or its  Subsidiaries  is  pending  or, to the
knowledge of Parent,  threatened,  other than,  in each case,  those which would
not, individually, or in the aggregate,  reasonably be expected to have a Parent
Material Adverse Effect.                                                        

         Section 4.6 Non-contravention. The execution and delivery by Parent and
Merger Sub of this Agreement do not, and the  consummation  of the  transactions
contemplated  hereby and  compliance  with the  provisions  hereof will not, (i)
result in any violation of, or default (with or without notice or lapse of time,
or  both)  under,  or give  rise  to a right  of  termination,  cancellation  or
acceleration of any obligation or to the loss of a material  benefit under,  any
Contract  binding  upon  Parent  or any of its  Subsidiaries,  or  result in the
creation  of any Lien upon any of the  properties  or assets of Parent or any of
its Subsidiaries, (ii) conflict with or result in any violation of any provision
of  the   Certificate   of   Incorporation   or  By-Laws  or  other   equivalent
organizational  document,  in each  case as  amended,  of  Parent  or any of its
Subsidiaries,  or (iii)  conflict with or violate any judgment,  order,  decree,
statute,  law, ordinance,  rule or regulation applicable to Parent or any of its
Subsidiaries or any of their respective properties or assets, other than, in the
case of clauses (i) and (iii),  any such violation,  conflict,  default,  right,
loss or Lien that,  individually  or in the  aggregate,  would not reasonably be
expected to have a Parent Material Adverse Effect.                              

         Section  4.7  Government  Approvals;  Required  Consents.  No filing or
registration  with, or  authorization,  consent or approval of, any Governmental
Entity is required by or with  respect to Parent or any of its  Subsidiaries  in
connection  with the  execution  and  delivery of this  Agreement  by Parent and
Merger Sub or is necessary for the consummation of the transactions contemplated
hereby (including, without limitation, the Merger) except: (i) in connection, or
in compliance,  with the provisions of the Securities Act, the Exchange Act, any
non-United States competition,  antitrust and investment laws and any applicable
state securities or "blue sky" law, (ii) the filing of a notification  under the
HSR Act, (iii) the filing of a notification  under the Competition Act (Canada),
(iv) filings required under the Mexican Law (as defined in Section 6.7), (v) the
filing of the  Certificate of Merger with the Secretary of State of the State of
Delaware,  (vi) in connection,  or in compliance with the provisions of federal,
state,  local and foreign tax law, (vii) filing required by the NYSE, and (viii)
such other consents,  orders,  authorizations,  registrations,  declarations and
filings the failure of which to obtain or make would not, individually or in the
aggregate, reasonably be expected to have a Parent Material Adverse Effect.     

         Section  4.8 SEC  Documents  and Other  Reports.  Parent  has filed all
documents  required  to be  filed  prior  to  the  date  hereof  by it  and  its
Subsidiaries with the SEC since May 25, 1997 (the "Parent SEC Documents"). As of
their respective dates, or if amended as of the date of the last such amendment,
the Parent SEC Documents  complied,  and all  documents  required to be filed by
Parent  with the SEC  after the date  hereof  and  prior to the  Effective  Time
("Subsequent Parent SEC Documents; provided, however, that the Subsequent Parent
SEC Documents shall not include the Registration Statement") will comply, in all
material  respects with the  requirements  of the Securities Act or the Exchange
Act, as the case may be, and the applicable  rules and  regulations  promulgated
thereunder  and none of the Parent SEC Documents  contained,  and the Subsequent
Parent SEC Documents will not contain,  any untrue  statement of a material fact
or  omitted,  or will omit,  to state any  material  fact  required to be stated
therein  or  necessary  to  make  the  statements   therein,  in  light  of  the
circumstances under which they were made, or are to be made, not misleading. The
consolidated  financial statements  (including related notes) of Parent included
in the Parent SEC Documents  fairly  present in all material  respects,  and the
consolidated  financial statements  (including related notes) of Parent included
in the  Subsequent  Parent SEC  Documents  will fairly  present in all  material
respects,  the  consolidated  financial  position of Parent and its consolidated
Subsidiaries, as at the respective dates thereof and the consolidated results of
their operations and their  consolidated  cash flows for the respective  periods
then ended (subject, in the case of the unaudited statements, to normal year-end
audit  adjustments and to any other  adjustments  described therein and the fact
that certain  information and notes have been condensed or omitted in accordance
with the Exchange Act and the rules and regulations  promulgated  thereunder) in
conformity with GAAP (except in the case of the unaudited statements) applied on
a  consistent  basis  during the periods  involved  (except as may be  indicated
therein or in the notes  thereto).  Since May 30, 1999,  Parent has not made any
change in the accounting practices or policies applied in the preparation of its
financial statements, except as may be required by GAAP.                        

         Section 4.9 Absence of Certain  Changes or Events.  Except as set forth
in the Parent SEC  Documents,  since May 30, 1999,  Parent and its  Subsidiaries
have  conducted  their  respective  businesses  and  operations  in all material
respects in the ordinary and usual course  consistent  with past  practice  and,
except as set forth in the  Parent SEC  Documents,  there has not  occurred  (i)
through the date hereof,  any change in the  business,  condition  (financial or
otherwise)  or the results of  operations  of Parent and its  Subsidiaries  that
would reasonably be expected to have a Parent Material Adverse Effect;  (ii) any
declaration,  setting  aside or payment of any dividend or  distribution  of any
kind by Parent on any class of its capital  stock (other than regular  quarterly
dividends); (iii) any material increase in the compensation payable or to become
payable by Parent or any  Subsidiary  to its  directors,  officers or management
employees or any  material  increase in any bonus,  insurance,  pension or other
employee  benefit  plan,  payment  or  arrangement  made  to,  for or with  such
directors,  officers or management employees; (iv) any material change by Parent
or its  Subsidiaries in accounting  methods,  principles or practices  except as
required by GAAP;  or (v) any material  change in  financial  or tax  accounting
methods, principles or practices by Parent or any Subsidiary,  except insofar as
may have been required by the Code.                                             

         Section 4.10  Information  in  Disclosure  Documents  and  Registration
Statement.  None of the  information  supplied  or to be  supplied  by Parent or
Merger Sub for  inclusion  in (i) the  Registration  Statement or (ii) the Proxy
Statement  will,  in the  case of the  Registration  Statement,  at the  time it
becomes  effective  or, in the case of the  Proxy  Statement  or any  amendments
thereof or supplements  thereto, at the time of the initial mailing of the Proxy
Statement and any  amendments  or  supplements  thereto,  and at the time of the
meeting of stockholders of the Company to be held in connection with the Merger,
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading.  The Registration  Statement,  as of its effective date, will comply
(with  respect to  information  relating to Parent and Merger Sub) as to form in
all material respects with the requirements of the Securities Act, and the rules
and  regulations  promulgated  thereunder,  and as of the  date  of its  initial
mailing  and as of the  date of the  Company  Stockholders  Meeting,  the  Proxy
Statement will comply (with respect to information relating to Parent and Merger
Sub) as to form in all material respects with the applicable requirements of the
Exchange  Act,  and the  rules and  regulated  thereunder.  Notwithstanding  the
foregoing,  neither Parent nor Merger Sub makes any representation  with respect
to any statement in the foregoing  documents based upon information  supplied by
the Company for inclusion therein.                                              

         Section 4.11 Employee Benefit Plans;  ERISA. Except as described in any
of the Parent SEC Documents,  as of the date hereof all "employee benefit plans"
as defined in Section 3(3) of ERISA,  maintained or  contributed to by Parent or
its Subsidiaries are in material  compliance with their terms and all applicable
provisions of ERISA, the Code and any other applicable  legislation,  and Parent
and its  Subsidiaries do not have any liabilities or obligations with respect to
any  such  employee  benefit  plans,  whether  or  not  accrued,  contingent  or
otherwise,  except (a) as described in any of the Parent SEC  Documents  and (b)
for instances of  noncompliance  or liabilities or obligations that would not in
the aggregate have a Parent Material Adverse Effect.                            

         Section 4.12 Lack of Ownership of Company Common Stock.  Neither Parent
nor any of its  Subsidiaries  owns any shares of Company  Common  Stock or other
securities  convertible  into shares of Company  Common Stock  (exclusive of any
shares owned by Parent's employee benefit plans).                               

         Section  4.13  Required  Vote of  Parent  Stockholders.  No vote of the
stockholders  of Parent or Merger Sub (other than written  consent of Parent Sub
as sole  shareholder  of Merger Sub to the  adoption  of this  Agreement,  which
written consent is being delivered  contemporaneously with the execution of this
Agreement)  is  required by law or by the charter or by-laws of Parent or Merger
Sub in order  for  Parent  and  Merger  Sub to  consummate  the  Merger  and the
transactions contemplated hereby.                                               

         Section 4.14 Absence of Undisclosed Liabilities. As of the date hereof,
neither  Parent nor any of its  Subsidiaries  has any  material  liabilities  or
obligations  or  obligations  (whether  absolute,  accrued,  known  or  unknown,
contingent  or  otherwise)  of a type  required  by  GAAP to be  reflected  on a
consolidated  balance sheet, other than (i) liabilities or obligations  incurred
in the ordinary course of business since December 31, 1999, (ii)  liabilities or
obligations  reflected in any of the Parent SEC Documents and (iii)  liabilities
or obligations which would not in the aggregate reasonably be expected to have a
Parent Material Adverse Effect.                                                 

 ARTICLE V

CONDUCT OF BUSINESS PENDING THE MERGER

         Section 5.1  Conduct of  Business  by the  Company  Pending the Merger.
Prior to the Effective  Time,  unless Parent shall otherwise agree in writing or
as set forth in Section  5.1 of the  Company  Disclosure  Schedule or in Section
2.7,  6.17 or 6.19  hereof,  or as  necessary  or  appropriate  to  satisfy  its
obligations  hereunder,  the  Company  shall  conduct,  and  cause  each  of its
Subsidiaries  to conduct,  its  business  only in the  ordinary and usual course
consistent with past practice,  and the Company shall use, and cause each of its
Subsidiaries  to use, its reasonable best efforts to preserve intact the present
business  organization,  keep available the services of its present officers and
key  employees,  and preserve  their existing  business  relationships.  Without
limiting the generality of the foregoing, unless Parent shall otherwise agree in
writing (which  agreement will not be  unreasonably  withheld),  or as otherwise
contemplated in Sections 2.7, 6.17 or 6.19 hereof or as necessary or appropriate
to satisfy  its  obligations  hereunder,  or as set forth in Section  5.1 of the
Company Disclosure Schedule, prior to the Effective Time, the Company shall not,
nor shall it permit any of its Subsidiaries to:                                 

         (a) (i) amend its Certificate of Incorporation,  as amended, By-Laws or
other organizational  documents, (ii) split, combine or reclassify any shares of
its outstanding capital stock, (iii) other than dividends from one Subsidiary to
another Subsidiary or to the Company,  declare, set aside or pay any dividend or
other  distribution  payable in cash,  stock or  property,  or (iv)  directly or
indirectly redeem or otherwise acquire any shares of its capital stock or shares
of the capital stock of any of its Subsidiaries;                                

         (b) authorize for issuance,  issue, deliver,  sell, pledge, dispose of,
encumber or grant any Lien on, or authorize or propose the  issuance,  delivery,
sale, pledge, disposition of, encumbrance or grant of any Lien on, any shares of
its capital stock or any shares of the capital stock of any of its Subsidiaries,
or other voting  securities or any  securities  convertible  into or exercisable
for, or any  rights,  warrants or options to  acquire,  any such  securities  or
voting  securities  or any other  ownership  interest  (or interest the value of
which is  derived  by  reference  to any of the  foregoing),  or enter  into any
agreement  with  respect to any of the  foregoing,  other than the  issuance  of
Company Common Stock upon the exercise of Options outstanding on the date hereof
in accordance with their present terms;                                         

         (c) acquire or agree to acquire by merging or consolidating with, or by
purchasing a  substantial  equity  interest in or a  substantial  portion of the
assets of, or by any other manner, any business or any corporation, partnership,
association  or other  business  organization  or division  thereof or otherwise
acquire or agree to acquire  any assets  (other than the  acquisition  of assets
which,  taken  together,  do not constitute a business and which are of the type
currently  used  in the  operations  of the  business  of the  Company  and  its
Subsidiaries in the ordinary course of business  consistent with past practice);
provided,  however,  that the  foregoing  shall not prohibit the creation of new
Subsidiaries  of  the  Company  organized  to  conduct  or  continue  activities
otherwise permitted by this Agreement;                                          

         (d) other than (i)  dispositions  required  to be made  pursuant  to an
agreement or contract to which the Company or any of its Subsidiaries is a party
or by which it is bound as of the date of this  Agreement and (ii)  dispositions
of inventory  and excess or obsolete  assets in the ordinary  course of business
consistent  with past practice,  the Company shall not, and shall not permit any
Subsidiary  of the Company  to,  sell,  lease,  encumber,  license or  otherwise
dispose of, or agree to sell, lease, encumber,  license or otherwise dispose of,
any of its assets;                                                              

         (e) (i) make any  loans,  advances  or  capital  contributions  to,  or
investments in (other than acquisitions  permitted by Section 5.1(c)), any other
person,  other than (x) by the Company or a  Subsidiary  of the Company to or in
the Company or any direct or indirect  wholly owned  Subsidiary  of the Company,
(y) pursuant to and in accordance  with the terms of any contract or other legal
obligation  of the  Company or any of its  Subsidiaries  existing at the date of
this Agreement,  or (z) in the ordinary course of business  consistent with past
practice in an  aggregate  amount not in excess of  $5,000,000,  or (ii) create,
incur, assume or suffer to exist any indebtedness, issuances of debt securities,
guarantees,  loans,  advances or other non-equity securities not in existence as
of the date of this  Agreement  except (x)  pursuant  to the credit  facilities,
indentures and other  arrangements  in existence on the date of this  Agreement,
(y) for short-term  borrowings (1) in the ordinary course of business consistent
with past  practice or (2) the proceeds of which are used to refund  existing or
maturing  indebtedness or fund any acquisition  transaction permitted by Section
5.1(c) or (z)  intercompany  indebtedness  between  the  Company  and any of its
wholly owned Subsidiaries or between such wholly owned Subsidiaries;            

         (f) pay, satisfy,  discharge or settle any material claim,  liabilities
or obligations (absolute,  accrued, contingent or otherwise),  other than in the
ordinary  course of business and  consistent  with past  practice or pursuant to
mandatory terms of any Company Contract in effect on the date hereof;           

         (g) modify  or  amend,  or  waive  any  benefit of, any non-competition
agreement to which the Company or any of its Subsidiaries is a party;           

         (h) enter into any new material line of business, or incur or commit to
any capital expenditures other than capital  expenditures  incurred or committed
to in the ordinary  course of business  consistent with past practice and which,
together with all such  expenditures  incurred or committed to during any fiscal
year,  are  not in  excess  of the  respective  amounts  by  category  or in the
aggregate set forth in the Company's 2000 capital expenditure budget, a true and
complete  copy of which is set forth in Section  5.1 of the  Company  Disclosure
Schedule;                                                                       

         (i) voluntarily  permit any insurance  policy naming the Company or any
Subsidiary  of the Company as a  beneficiary  or a loss payee to be cancelled or
terminated other than in the ordinary course of business;                       

         (j) (i) adopt, commit to adopt, enter into,  terminate or amend (except
as may be required by Applicable  Law or existing  Contracts) any employee plan,
agreement, contract, arrangement or other Company Plan for the current or future
benefit or welfare of any past, present or future director, officer or employee,
(ii)  except as  required by existing  Contracts  or in the  ordinary  course of
business consistent with past practice,  increase or commit or agree to increase
in any manner the  compensation  or fringe benefits of, or pay any bonus to, any
director,  officer or employee;  provided,  however, that, except as required by
existing Contracts,  (x) no such increase or payment shall be made to or for the
benefit of any person listed in Section 5.1 of the Company Disclosure  Schedule,
and (y) with respect to officers,  any such increase  shall not exceed 5% of the
current  compensation  or any such officer and such  increase  shall not be made
without  consultation  with  Parent,  (iii)  other than  pursuant to Section 2.7
hereof,  take any action to fund or in any other way secure, or to accelerate or
otherwise  remove  restrictions  with respect to, the payment of compensation or
benefits  under any employee  plan,  agreement,  contract,  arrangement or other
Company Plan,  (iv) issue any additional  Options,  or (v) make or agree to make
any contribution,  other than regularly scheduled contributions,  to any Company
Plan, except as required by law;                                                

         (k)  (i)  make  any  change  in  its  accounting  or  tax  policies  or
procedures,  except as required by Applicable  Law or to comply with GAAP,  (ii)
change its fiscal year, or (iii) make any material Tax  election,  other than in
the ordinary course of business consistent with past practice;                  

         (l) take any action with knowledge that such action could reasonably be
expected to result in any of the  conditions  to the Merger set forth in Article
VII not being satisfied;                                                        

         (m) enter into,  implement,  or otherwise become subject to or bound by
any new  agreement,  arrangement,  commitment  or  program  which  provides  for
severance,  golden  parachute,  unemployment,  stay-pay,  change of  control  or
similar payments,  or amend any existing agreement,  arrangement,  commitment or
program which provides for such payments;                                       

         (n) enter  into  any  Material  Contract, except as expressly permitted
pursuant to this Agreement; or                                                  

         (o) authorize  any  of, or commit, resolve or agree to take any of, the
actions prohibited by paragraphs (a) though (n) of this Section 5.1.            

         Section 5.2 Conduct of Business by Parent  Pending the Closing.  Except
as set forth in Section 5.2 of the Parent Disclosure Schedule or as specifically
permitted  by any other  provision of this  Agreement,  Parent shall not (unless
required by Applicable Law or stock exchange  regulations),  between the date of
this Agreement and the Effective Time,  directly or indirectly,  do, or agree to
do, any of the  following,  without the prior  written  consent of the  Company,
which consent will not be unreasonably withheld:                                

         (a) amend or otherwise change Parent's  Certificate of Incorporation or
By-laws  or  equivalent  organizational  documents  in a manner  that  adversely
affects  the  rights of  holders of Parent  Common  Stock or amend or  otherwise
change Merger Sub's Certificate of Incorporation or By-Laws;                    

         (b) declare, set aside, make or pay any dividend or other distribution,
payable in cash, stock,  property or otherwise,  with respect to any of Parent's
capital stock (other than regular  quarterly cash dividends  having record dates
and payment dates in accordance with Parent's historical practices);            

         (c) make any change in accounting policies or procedures, other than in
the  ordinary  course of  business  consistent  with past  practice or except as
required by GAAP or a Governmental Entity; or                                   

         (d) take any action with knowledge that such action could reasonably be
expected to result in any of the  conditions  to the Merger set forth in Article
VII not being satisfied.                                                        

ARTICLE VI

 ADDITIONAL AGREEMENTS

Section 6.1 Access and Information; Confidentiality.          

         (a) The  Company  shall (and shall cause its  Subsidiaries  and its and
their respective officers, directors,  employees, auditors and agents to) afford
to  Parent  and to  Parent's  officers,  employees,  financial  advisors,  legal
counsel,  accountants,  consultants  and other  representatives  (except  to the
extent not  permitted  under  Applicable  Law as advised by counsel)  reasonable
access during normal business hours throughout the period prior to the Effective
Time to all of its books and records and its  properties,  plants and  personnel
and, during such period, shall furnish promptly to Parent a copy of each report,
schedule and other document filed or received by it pursuant to the requirements
of federal  securities laws.  Parent shall (and shall cause its Subsidiaries and
its and their respective officers, directors, employees, auditors and agents to)
afford  to the  Company  and to the  Company's  officers,  employees,  financial
advisors,  legal counsel,  accountants,  consultants  and other  representatives
(except to the extent not permitted under  Applicable Law as advised by counsel)
reasonable  access  (i)  by the  Company  throughout  the  period  prior  to the
Effective  Time  to  members  of  senior  management  of  Parent  to the  extent
reasonably  necessary  for the  Company's  Board of  Directors  to  fulfill  its
fiduciary  duties under applicable laws, and (ii) by Chase throughout the period
prior to the  Effective  Time to members of senior  management  of Parent and to
such of Parent's or its Subsidiaries' books and records as reasonably determined
by Chase to be necessary in connection  with any bringdowns or amendments of its
fairness opinion.                                                               

         (b)   Parent   and  the   Company   acknowledge   and  agree  that  the
Confidentiality  Agreement  dated  December  2, 1998,  between  the  Company and
Parent, as amended by that certain letter agreement dated June 9, 2000,  between
the Company and Parent (together,  the  "Confidentiality  Agreement") is in full
force and effect as of the date hereof.                                         

Section 6.2 No Solicitation.                                  

         (a) The Company shall  immediately  cease any existing  discussions  or
negotiations,  if any, with any parties conducted heretofore with respect to any
Takeover  Proposal (as hereinafter  defined).  The Company shall not directly or
indirectly,   and  it  shall   cause   its   officers,   directors,   employees,
representatives,   agents  or  affiliates,  including  any  investment  bankers,
attorneys  or  accountants  (collectively,  "Representatives")  retained  by the
Company or any of its Subsidiaries or affiliates not to, (i) solicit,  initiate,
encourage or otherwise facilitate  (including by way of furnishing  information)
any inquiries or proposals that  constitute,  or could reasonably be expected to
lead to, a  proposal  or offer for a  merger,  tender  offer,  recapitalization,
consolidation,  business  combination,  sale or  other  disposition  of all or a
substantial portion of the assets of the Company and its Subsidiaries,  taken as
a whole, sale of 15% or more of the shares of capital stock (including by way of
a tender  offer,  share  exchange  or exchange  offer) or similar or  comparable
transactions  involving the Company or any of its  Subsidiaries,  other than the
transactions  contemplated  by this  Agreement  (any one or  combination  of the
foregoing  inquiries  or  proposals  being  referred to in this  Agreement  as a
"Takeover Proposal"),  (ii) engage in negotiations or discussions concerning, or
provide any  non-public  information  to any person or entity  relating  to, any
Takeover  Proposal,  or which may  reasonably  be expected to lead to a Takeover
Proposal,  or (iii) enter into any agreement,  arrangement or understanding with
respect to any such  Takeover  Proposal  or which  would  require it to abandon,
terminate or fail to consummate the Merger or any other transaction contemplated
by this Agreement.  Notwithstanding  anything in this Agreement to the contrary,
the Board of Directors of the Company may, at any time prior to adoption of this
Agreement by the stockholders of the Company, furnish information (pursuant to a
customary  confidentiality agreement no more favorable, in the aggregate, to the
party receiving information than the Confidentiality Agreement, except that such
confidentiality  agreement need not require approval or request of the Company's
Board of  Directors  prior to making an  inquiry  or  Takeover  Proposal  to the
Company or its Board of Directors to, or engage in discussions  or  negotiations
with,  any person in  response  to an  unsolicited  bona fide  written  Takeover
Proposal  of such  person,  if,  and only to the extent  that,  (A) the Board of
Directors of the Company,  after  consultation  with its financial  advisors and
outside  legal  counsel  to the  Company,  determines  in good  faith  that such
Takeover  Proposal  is or could  reasonably  be  expected  to lead to a Superior
Proposal (as defined herein) and (B) prior to furnishing such information to, or
entering  into  discussions  or  negotiations  with,  such  person,  the Company
provides  written  notice  to  Parent  to  the  effect  that  it  is  furnishing
information to, or entering into  discussions or negotiations  with, such person
and the Company complies with Section 6.2(c).                                   

         (b)  Notwithstanding  anything in this  Agreement to the contrary,  the
Company's Board of Directors  shall be permitted,  at any time prior to adoption
of this Agreement by the stockholders of the Company, (i) to withdraw, modify or
change,  or propose to withdraw,  modify or change,  the  recommendation  by the
Board of  Directors  of this  Agreement,  the  Merger or the other  transactions
contemplated  by this  Agreement  if,  after  consultation  with  outside  legal
counsel,  the Company's Board of Directors  concludes in good faith that failure
to take such action would result in a breach by the Company's Board of Directors
of its fiduciary  obligations  under  Applicable  Law; or (ii) in response to an
unsolicited Takeover Proposal, to approve or recommend, or propose to approve or
recommend,  any Takeover  Proposal  and, in connection  therewith,  to withdraw,
modify or change the  approval or  recommendation  by the Board of  Directors of
this  Agreement,  the  Merger or the  other  transactions  contemplated  by this
Agreement,  but only if, in the case  referred to in clause  (ii),  the Board of
Directors of the Company concludes in good faith that such Takeover Proposal, if
consummated, would constitute a Superior Proposal. "Superior Proposal" means any
written Takeover Proposal which the Board of Directors of the Company determines
in good faith (after consultation with its financial advisors and legal counsel)
taking into account all legal,  financial,  regulatory  and other aspects of the
proposal and the person making the proposal,  (i) would, if consummated,  result
in a transaction that is more favorable to the Company's  stockholders (in their
capacity as stockholders), from a financial point of view, than the transactions
contemplated by this Agreement and (ii) is reasonably capable of being completed
(provided  that for purposes of this  definition  the term  "Takeover  Proposal"
shall have the meaning assigned to such term in Section 6.2(a),  except that (x)
the reference to "15%" in the definition of Takeover Proposal shall be deemed to
be a reference to "50%", (y) "Takeover Proposal" must be a transaction involving
the Company, and (z) no such sale or other disposition of assets shall be deemed
to be a "sale or other disposition of all" or "substantial"  unless such sale or
other  disposition  is for at least  75% of the  assets of the  Company  and its
Subsidiaries,  taken as a whole.  Any withdrawal,  modification or change in the
recommendation or the determination to do so of the Company's Board of Directors
of this Agreement, the Merger or the other transactions contemplated hereby made
in  accordance  with this Section  6.2(b)  shall not  constitute a breach of the
Company's representations, warranties, covenants or agreements contained in this
Agreement.  Following  termination of this  Agreement,  a public offering by the
Company of its voting securities  (excluding,  however,  a secondary offering of
securities  currently held by affiliates of the Company) in a manner intended to
result  in a broad  distribution  of  such  securities  will  not  constitute  a
"Takeover Proposal."                                                            

         (c)  The  Company   shall  notify  Parent  as  promptly  as  reasonably
practicable  (and no later than 24 hours)  after  receipt by the  Company of any
Takeover Proposal or any request for non-public information in connection with a
Takeover  Proposal  or for  access to the  properties,  books or  records of the
Company by any person or entity that informs the Company that it is  considering
making, or has made, a Takeover  Proposal.  Such notice shall be made orally and
in writing and shall  indicate in reasonable  detail the identity of the offeror
and the terms and conditions of such proposal,  inquiry or contact to the extent
available  to the  Company.  The Company  agrees to keep Parent  informed,  on a
reasonably  current basis, of the status and terms of any such Takeover Proposal
(including any material  changes to the details or terms thereof) and the status
of any such discussions or negotiations.                                        

         (d) Nothing contained in this Section 6.2 shall prohibit the Company or
its Board of Directors  (i) from taking and  disclosing  to its  stockholders  a
position  contemplated  by Rule 14e-2(a)  promulgated  under the Exchange Act or
from making any legally  required  disclosure to the stockholders of the Company
or (ii) prior to the  adoption  of this  Agreement  by the  stockholders  of the
Company, from taking any action as contemplated by Section 8.1(e).              

         Section 6.3 Third-Party Standstill  Agreements.  During the period from
the date of this  Agreement  through the Effective  Time,  the Company shall not
terminate,  amend,  modify  or waive any  provision  of any  confidentiality  or
standstill  agreement to which it or any of its Subsidiaries is a party,  except
that the Company shall not be required  hereunder to enforce,  and may waive the
terms of, any such  confidentiality  or standstill  agreement that restricts any
third party from  making an inquiry or  Takeover  Proposal to the Company or its
Board of  Directors,  if, after  consultation  with outside legal  counsel,  the
Company's  Board of Directors  concludes in good faith that  enforcement of such
terms or failure to waive such terms would  result in a breach by the  Company's
Board  of  Directors  of  its  fiduciary   obligations   under  Applicable  Law.
Simultaneously  with any such waiver or such action, the Company shall be deemed
to  have  made  such  waiver,  or  taken  such  action,   with  respect  to  the
Confidentiality Agreement, to the same extent as such waiver or action was taken
with respect to such other confidentiality or standstill agreement.             

         Section 6.4 Registration Statement. As promptly as practicable,  Parent
and the Company shall in consultation  with each other prepare and file with the
SEC the Proxy Statement and Registration  Statement in preliminary form. Each of
the Company and Parent shall use its  reasonable  best efforts to have the Proxy
Statement cleared by the SEC and the Registration  Statement  declared effective
under  the  Securities  Act  and  applicable  state  securities  laws as soon as
practicable  and  keep  the  Registration  Statement  effective  as  long  as is
necessary to consummate  the Merger.  The Company shall furnish  Parent with all
information  concerning  the Company  and the  holders of its capital  stock and
shall take such other action Parent may  reasonably  request in connection  with
the Registration  Statement and the issuance of shares of Parent Common Stock in
connection  with the Merger.  If, at any time prior to the Effective  Time,  any
event or  circumstance  relating to the Company,  any Subsidiary of the Company,
Parent or any Subsidiary of Parent,  or their respective  officers or directors,
should be  discovered by such party which should be set forth in an amendment or
a supplement to the Registration Statement or Proxy Statement,  such party shall
promptly  inform  the other  thereof  and take  appropriate  action  in  respect
thereof.                                                                        

Section 6.5 Proxy Statements; Stockholder Approval.           

         (a) The Company, acting through its Board of Directors,  shall, subject
to and in accordance with Applicable Law, its Certificate of  Incorporation  and
its By-Laws, promptly and duly call, give notice of, convene and hold as soon as
practicable  following the date upon which the  Registration  Statement  becomes
effective  and the Proxy  Statement has been cleared by the SEC a meeting of the
holders  of  Company  Common  Stock for the  purpose  of  voting  to adopt  this
Agreement (the "Company Stockholder  Meeting"),  and, (i) except as set forth in
Sections  6.2(b)  or  6.2(d),  recommend  adoption  of  this  Agreement  to  the
stockholders   of  the  Company  and  include  in  the  Proxy   Statement   such
recommendation  and  (ii)  except  to the  extent  that the  Company's  Board of
Directors,  after  consultation  with outside legal  counsel,  concludes in good
faith that such action is not consistent  with the Company's Board of Director's
fiduciary obligations under Applicable Law take all reasonable action to solicit
and obtain such approval.                                                       

         (b) The Company, as promptly as practicable, shall cause the definitive
Proxy  Statement  to be  mailed  to its  stockholders  as  soon  as  practicable
following  the  date on  which  it is  cleared  by the SEC and the  Registration
Statement is declared effective.                                                

         Section 6.6 Compliance  with the Securities Act. Prior to the Effective
Time,  the Company  shall cause to be prepared  and  delivered  to Parent a list
(reasonably  satisfactory to counsel for Parent) identifying each person who, at
the time of the Company Stockholder  Meeting, may be deemed to be an "affiliate"
of the Company, as such term is used in paragraphs (c) and (d) of Rule 145 under
the  Securities Act (the "Company Rule 145  Affiliates").  The Company shall use
its reasonable  best efforts to cause each person who is identified as a Company
Rule  145  Affiliate  in such  list to  deliver  to  Parent  on or  prior to the
Effective  Time a written  agreement,  substantially  in the form of Exhibit "D"
hereto.                                                                         

Section 6.7 Other Actions.                                    

         (a) Subject to the terms and conditions  herein provided and applicable
legal requirements, each of the parties hereto agrees to use its reasonable best
efforts to take,  or cause to be taken,  all  action,  and to do, or cause to be
done,  and to assist and cooperate  with the other parties  hereto in doing,  as
promptly  as  practicable,  all  things  necessary,  proper or  advisable  under
applicable  laws and  regulations  to ensure  that the  conditions  set forth in
Article VII are satisfied and to consummate and make effective the  transactions
contemplated by this Agreement.                                                 

         (b) Each of the parties shall use its reasonable best efforts to obtain
as promptly as practicable all consents, waivers,  approvals,  authorizations or
permits  of, or  registration  or  filing  with or  notification  to (any of the
foregoing  being a "Consent"),  of any  Governmental  Entity or any other person
required in connection with, and waivers of any violations, defaults or breaches
that may be caused by, the consummation of the transactions contemplated by this
Agreement.                                                                      

         (c) Each party hereto shall  promptly  inform the other of any material
communication  from the SEC, the United  States  Federal Trade  Commission,  the
United States Department of Justice or any other  Governmental  Entity regarding
any of the transactions  contemplated by this Agreement.  If any party hereto or
any  affiliate  thereof  receives  a  request  for  additional   information  or
documentary  material  from any such  Governmental  Entity  with  respect to the
transactions   contemplated  by  this  Agreement,  then  such  party  shall  use
commercially  reasonable  efforts  to cause to be  made,  as soon as  reasonably
practicable and after consultation with the other party, an appropriate response
in compliance with such request.                                                

         (d) Without limiting the generality of the foregoing,  Parent will, and
the Company will use its reasonable  best efforts to, obtain all  authorizations
or waivers  required  under the HSR Act,  the  Competition  Act (Canada) and the
Mexican Federal  Economic  Competition Law (the "Mexican Law") to consummate the
transactions  contemplated  hereby,  including,  without limitation,  making all
filings with the Antitrust Division of the Department of Justice ("DOJ") and the
Federal  Trade  Commission  ("FTC"),  the  Competition  Bureau  (Canada) and the
Mexican Federal Economic Competition  Commission ("Mexican Commission") required
in connection  therewith  (the initial filing with DOJ and FTC to occur no later
than five (5) business  days,  and the initial  filing with  Competition  Bureau
(Canada)  and the Mexican  Commission  to occur no later than ten (10)  business
days,  following the execution and delivery of this  Agreement  unless  mutually
agreed  otherwise)  and  responding as promptly as  practicable to all inquiries
received  from the DOJ,  FTC,  the  Competition  Bureau  (Canada) or the Mexican
Commission for additional  information or documentation.  Each of Parent and the
Company shall furnish to the other such  necessary  information  and  reasonable
assistance as the other may request in connection  with its  preparation  of any
filing or submission  which is necessary  under the HSR Act, the Competition Act
(Canada) and Mexican Law.  Parent and the Company shall keep each other apprised
of the status of any communications  with, and any communications  with, and any
inquiries or requests for  additional  information  from,  the FTC, the DOJ, the
Competition Bureau (Canada) and the Mexican  Commission.  In the event a suit is
threatened or instituted challenging the Merger as violatile of the HSR Act, the
Sherman  Act,  as  amended,  the Clayton  Act,  as  amended,  the Federal  Trade
Commission  Act, as amended,  the  Competition  Act  (Canada),  as amended,  the
Mexican  Law,  as  amended,  or any  other  federal,  state  or  foreign  law or
regulation or decree designed to prohibit,  restrict or regulate actions for the
purpose  or  effect  of  monopolization  or  restraint  or trade  (collectively,
"Antitrust  Laws"),  each party hereto shall use its reasonable  best efforts to
avoid the filing of, or resist or resolve such suit.  The Company  shall use its
reasonable best efforts to take such action as may be required, and Parent shall
take all actions as may be required,  in order to obtain clearance under the HSR
Act, the Competition Act (Canada) and the Mexican Law in order to consummate the
Merger prior to the Termination Date (as hereinafter  defined).  Parent shall be
entitled to direct any proceedings or negotiations with any Governmental  Entity
relating  to any of the  foregoing,  provided  that it shall  afford  Company  a
reasonable  opportunity to participate  therein. In addition,  Parent shall, and
the Company shall use its reasonable best efforts to, take such action as may be
required by any federal or state court of the United States, in any suit brought
by any  Governmental  Entity  or any  other  person  challenging  the  Merger as
violative  of  the  Antitrust   Laws,  or  in  proceedings   threatened  by  the
Commissioner  of Competition to bring an application  under the  Competition Act
(Canada) or proceedings  threatened by the Mexican  Commission under the Mexican
Law in order to avoid the entry of any permanent  injunction or other  permanent
order which has the effect of preventing the consummation of the Merger prior to
the  Termination  Date,  and in the  event  that any  permanent  or  preliminary
injunction  or other order is entered or becomes  reasonably  foreseeable  to be
entered  in any  proceeding  that would make  consummation  of the  transactions
contemplated  hereby in accordance with the terms of this Agreement  unlawful or
that  would  prevent  or delay  consummation  of the  transactions  contemplated
hereby,  Parent  shall take  promptly  any and all steps  (including  the appeal
thereof,  the posting of a bond)  necessary  to vacate,  modify or suspend  such
injunction or order so as to permit such  consummation  prior to the Termination
Date.                                                                           

         (e) Failure of Parent to obtain clearance or expiration of the required
waiting  period under the HSR Act, the  Competition  Act (Canada) or the Mexican
Law,  as  applicable,  or to cause to be  vacated,  modified  or  suspended  any
injunction or order  resulting  from a claim that the Merger is violative of the
Antitrust  Laws,  in either  case  resulting  in the failure of the Merger to be
consummated  on or prior to the  Termination  Date,  shall be deemed a  material
breach by Parent of this  Section  6.7,  unless such  failure  results  from the
Company's  failure,  in any material  respects,  to perform its  obligations set
forth in Section 6.7(d).                                                        

         (f) If Parent is  required  to take any action in order to comply  with
this Section 6.7, Parent may take such action  concurrently  with the closing of
the Merger on the Closing  Date,  and nothing in this  Agreement  shall  require
Parent to take such action prior to the Closing Date.                           

         Section 6.8 Public Announcements. Parent and the Company shall each use
their  reasonable  best efforts to consult  with each other  before  issuing any
press releases or making any public  statement with respect to the  transactions
by this  Agreement  and shall not issue any such press  release  or such  public
statement  prior to such  consultation,  except as may be required by applicable
law  or  obligations  pursuant  to  any  listing  agreement  with  any  national
securities exchange.                                                            

     Section 6.9 Directors' and Officers' Indemnification and Insurance.

         (a)  Parent,  Merger  Sub and the  Company  agree  that all  rights  to
indemnification  and all  limitations  on  liability  existing  in  favor of any
Indemnitee (as hereinafter defined) as provided in the Company's  Certificate of
Incorporation,  Company's  By-laws,  charter or By-laws of any Subsidiary of the
Company or any Indemnity  Agreement (as  hereinafter  defined) shall survive the
Merger and continue in full force and effect to the fullest extent  permitted by
law. To the extent permitted by (i) the DGCL, or (ii) any agreement disclosed in
Section  6.9  of  the   Company   Disclosure   Schedule   which   provides   for
indemnification  by  the  Company  or  any  Subsidiary  of  the  Company  of any
Indemnitee  in effect on the date of this  Agreement  (including  any  indemnity
provisions  contained in any  agreement  disclosed in Section 6.9 of the Company
Disclosure Schedule which provides for the registration of securities) (each, an
"Indemnity  Agreement"),  advancement  of  Indemnitee  Expenses (as  hereinafter
defined)  pursuant to this Section 6.9 shall be mandatory rather than permissive
and the Surviving  Corporation  shall advance Costs (as hereinafter  defined) in
connection  with such  indemnification,  in all such cases subject to receipt of
any undertaking to repay required by the DGCL.  Parent shall cause the Surviving
Corporation to expressly  assume at Closing and  thereafter  honor in accordance
with their terms, to the fullest extent  permitted under the DGCL, all Indemnity
Agreements.  With  respect to any  determination  of whether  an  Indemnitee  is
entitled to  indemnification  by the  Surviving  Corporation  under this Section
6.9(a),  the Indemnitee  shall have the right,  as  contemplated by the DGCL, to
require that such  determination be made by special,  independent  legal counsel
selected by Indemnitee and approved by the Company (which  approval shall not be
unreasonably  withheld),  and who has not otherwise  performed material services
for the  Company or for  Indemnitee  within  the last  three (3) years.  For the
purposes of this Section 6.9, (i) "Indemnitee Expenses" shall include reasonable
attorneys'  fees and all other costs,  charges and expenses  paid or incurred in
connection with investigation, defending, being a witness in or participating in
(including on appeal), or preparing to defend, be a witness in or participate in
any Indemnifiable  Claim (as hereinafter  defined),  (ii) an "Indemnitee"  shall
mean  any  individual  who on or prior to the  Effective  Time was an  employee,
officer or director of the  Company or any of its  Subsidiaries,  and the heirs,
executors,  trustees,  fiduciaries  and  administrators  of any  such  employee,
officer or director,  (iii) "Costs" shall mean all losses,  Indemnitee Expenses,
claims,  damages,  liabilities,  judgments,  or amounts  paid in  settlement  in
respect to any Indemnifiable  Claim, and (iv)  "Indemnifiable  Claim" shall mean
any  actual  or  alleged  act,  omission,  statement,  misstatement,  event,  or
occurrence  related to the fact that  Indemnitee is or was a director,  officer,
agent,  employee,  or  fiduciary  of the  Company,  or is or was  serving at the
request of the Company as a director,  officer,  trustee,  agent,  employee,  or
fiduciary of another corporation,  partnership,  joint venture, employee benefit
plan,  trust, or other  enterprise,  or by reason of any actual or alleged thing
done or not  done by  Indemnitee  in any such  capacity.  For  purposes  of this
provision,  the Company  agrees that  Indemnitee's  service on behalf of or with
respect  to any  Subsidiary  or  employee  benefits  plan of the  Company or any
Subsidiary of the Company shall be deemed to be at the request of the Company.  

         (b) For a period of six years after the Effective  Time,  Parent shall,
or shall cause the Surviving  Corporation to, maintain  officers' and directors'
liability  insurance and fiduciary  liability insurance covering the Indemnitees
who are currently covered by the Company's  existing officers' and directors' or
fiduciary  liability  insurance  policies on terms no less  advantageous to such
indemnified  parties  than such  existing  insurance;  provided,  however,  that
neither  Parent  nor the  Surviving  Corporation  will be  required  in order to
maintain such policies to pay an annual premium in excess of 150% of the greater
of (i) the last annual  premium  paid by the  Company  prior to the date of this
Agreement and (ii) the annual  premium for the year in which the Closing  occurs
(the "Cap");  and provided,  further,  that, if  equivalent  coverage  cannot be
obtained,  or can be obtained only by paying an annual  premium in excess of the
Cap, then Parent shall,  or shall cause the Surviving  Corporation  to, maintain
policies  that, in Parent's good faith  judgment,  provide the maximum  coverage
available at an annual premium equal to the Cap.                                

         (c) From and after the Effective Time, Parent shall cause the Surviving
Corporation  not  to  alter,  amend  or  otherwise  modify  the  Certificate  of
Incorporation  or  By-Laws  of the  Surviving  Corporation  in any  manner  that
adversely  affects or otherwise  prejudices the rights of any of the Indemnified
Parties under this Section 6.9.                                                 

         (d) Notwithstanding any other provisions hereof, the obligations of the
Company,  the  Surviving  Corporation  and Parent  contained in this Section 6.9
shall be binding  upon the  successors  and assigns of Parent and the  Surviving
Corporation.  In the event the Company or the  Surviving  Corporation  or any of
their respective  successors or assigns (i) consolidates with or merges into any
other Person or (ii)  transfers all or  substantially  all of its  properties or
assets to any Person,  then, and in each case, proper provision shall be made so
that successors and assigns of the Company or the Surviving Corporation,  as the
case may be,  honor the  indemnification  obligations  set forth in this Section
6.9.                                                                            

         (e) The  obligations  of the Company,  the Surviving  Corporation,  and
Parent under this Section 6.9 shall survive the  consummation  of the Merger and
shall not be terminated or modified in such a manner as to adversely  affect any
Indemnitee to whom this Section 6.9 applies without the consent of such affected
Indemnitee (it being expressly  agreed that the Indemnitees to whom this Section
6.9 applies shall be third party beneficiaries of this Section 6.9, each of whom
may enforce the provisions of this Section 6.9).                                

         Section 6.10 Expenses. Except as otherwise set forth in Sections 8.2(b)
and (c),  each party hereto shall bear its own costs and expenses in  connection
with this Agreement and the transactions contemplated hereby.                   

         Section  6.11  Listing  Application.  Parent  shall cause the shares of
Parent  Common  Stock to be issued  pursuant to this  Agreement in the Merger or
upon  exercise of the Rollover  Options to be listed for trading on the New York
Stock  Exchange or on any  securities  exchange on which shares of Parent Common
Stock shall be listed at the Effective Time.                                    

         Section 6.12  Supplemental  Disclosure.  The Company  shall give prompt
notice to Parent, and Parent shall give prompt notice to the Company, of (i) the
occurrence, or non-occurrence, of any event the occurrence, or nonoccurrence, of
which would be likely to cause (x) any  representation or warranty  contained in
this  Agreement to be untrue or  inaccurate  in any material  respect or (y) any
covenant,  condition or agreement contained in this Agreement not to be complied
with or satisfied and (ii) any failure of the Company or Parent, as the case may
be, to comply  with or  satisfy  any  covenant,  condition  or  agreement  to be
complied with or satisfied by it hereunder; provided, however, that the delivery
of any notice  pursuant to this  Section  6.12 shall not have any effect for the
purpose of determining  the  satisfaction of the conditions set forth in Article
VII of this  Agreement  or  otherwise  limit or affect  the  remedies  available
hereunder to any party.                                                         

         Section 6.13 Stockholder Litigation.  The Company shall give Parent the
reasonable  opportunity  to  participate  in the  defense or  settlement  of any
stockholder  litigation against the Company and/or its directors relating to the
transactions  contemplated  by this Agreement,  and no such settlement  shall be
agreed to without  Parent's  written  consent,  which shall not be  unreasonably
withheld or delayed. The assertion or filing of any such litigation shall not be
a breach of Section 3.11 or Section 3.12.                                       

         Section  6.14 Tax Matters.  The parties  acknowledge  their  respective
desire to structure the Merger to constitute a reorganization within the meaning
of Section 368(a) of the Code, provided,  however,  such tax treatment shall not
be  a  condition  to  either  parties'  obligation  to  close  the  transactions
contemplated herein. Parent and the Company will use their reasonable good faith
efforts  to  achieve  such  tax  treatment.  If based  upon  the  Reorganization
Assumptions  (as defined  below),  the fair market value  (determined  as of the
Effective  Time) of the stock  consideration  provided in the Merger would be at
least 40% of the fair market value  (determined as of the Effective Time) of the
total consideration  received by the stockholders of the Company pursuant to the
Merger,  the  Company  shall  deliver  to Parent an  opinion  of Vinson & Elkins
L.L.P.,  special counsel to the Company,  in the form attached hereto as Exhibit
"E" to the effect that the Merger will  qualify as a  reorganization  within the
meaning of Section 368(a) of the Code, and that accordingly the Company will not
recognize  gain or loss for  federal  income  tax  purposes  as a result  of the
Merger,  and  stockholders of the Company that do not elect  dissenters'  rights
will not recognize gain or loss for federal  income tax purposes,  except to the
extent of the cash payment made  pursuant to Section  2.1(a) hereof and any cash
received  in lieu of  fractional  shares  of  Parent  Common  Stock,  (the  "Tax
Opinion").  The issuance of the Tax Opinion shall be  conditioned on the receipt
by such tax counsel of representation letters from each of the Company,  Parent,
Merger Sub, and certain  stockholders of the Company,  in each case, in form and
substance  reasonably  satisfactory  to  Vinson &  Elkins  L.L.P.  The  specific
provisions  of each such  representation  letter shall be in form and  substance
reasonably satisfactory to such tax counsel, and each such representation letter
shall be dated on or  before  the date of such  opinion  and shall not have been
withdrawn or modified in any material  respect.  For purposes of this  Agreement
the term "Reorganization  Assumptions" shall mean the following assumptions: (A)
the average consideration paid to all dissenting  stockholders of the Company in
satisfaction of their appraisal rights is $22 per share of Company Common Stock,
and (B) the fair market value of Parent Common Stock as of the Effective Time is
equal to the closing price of Parent Common Stock on the New York Stock Exchange
at the end of the trading day  immediately  preceding the Effective  Time of the
Merger.                                                                         

         Section 6.15  Investigation  and  Agreement  by  the  Parties; No Other
Representations or Warranties.                                                  

         (a) Parent and Merger Sub,  on the one hand,  and the  Company,  on the
other,  each  acknowledges  and  agrees  that it has  made its own  inquiry  and
investigation  into,  and,  based thereon,  has formed an  independent  judgment
concerning,  the other  party and its  Subsidiaries  and  their  businesses  and
operations, and such party has requested such documents and information from the
other party as such party  considers  material in  determining  whether to enter
into this  Agreement and to consummate  the  transactions  contemplated  in this
Agreement.  Each of Parent and Merger Sub, on the one hand, and the Company,  on
the other hand,  acknowledge and agree that it has had an opportunity to ask all
questions of and receive answers from the other party with respect to any matter
such  party  considers  material  in  determining  whether  to enter  into  this
Agreement and to consummate the transactions  contemplated in this Agreement. In
connection  with  each  party's   investigation  of  the  other  party  and  its
Subsidiaries   and  their   businesses  and  operations,   each  party  and  its
representatives  have  received  from the  other  party  or its  representatives
certain projections and other forecasts for the other party and its Subsidiaries
and certain estimates, plans and budget information. Each party acknowledges and
agrees  that  there  are  uncertainties  inherent  in  attempting  to make  such
projections,  forecasts,  estimates,  plans  and  budgets;  that  such  party is
familiar with such uncertainties;  that such party is taking full responsibility
for making its own  evaluation  of the adequacy  and accuracy of all  estimates,
projections,   forecasts,   plans  and  budgets  so   furnished  to  it  or  its
representatives;  and  that  such  party  will not (and  will  cause  all of its
respective  Subsidiaries  or other  Affiliates or any other person acting on its
behalf to not)  assert  any claim or cause of  action  against  any of the other
party's direct or indirect partners,  directors,  officers,  employees,  agents,
stockholders,  Affiliates, consultants, counsel, accountants, investment bankers
or  representatives  with respect thereto,  or hold any such other person liable
with respect thereto.                                                           

         (b) Each of Parent and Merger Sub, on the one hand, and the Company, on
the other,  agrees that, except for the  representations  and warranties made by
the other  party that are  expressly  set forth in Article III and Article IV of
this  Agreement,  as  applicable,  neither  the  other  party  nor  any  of  its
representatives  or Affiliates  has made and shall not be deemed to have made to
such party or to any of its  representatives or Affiliates any representation or
warranty of any kind.  Without  limiting the generality of the  foregoing,  each
party agrees that neither the other party nor any of its Affiliates makes or has
made  any   representation   or  warranty  to  such  party  or  to  any  of  its
representatives or Affiliates with respect to:                                  

                  (i) any projections, forecasts, estimates, plans or budgets of
future revenues, expenses or expenditures,  future results of operations (or any
component  thereof),  future  cash flows (or any  component  thereof)  or future
financial  condition (or any component thereof) of the other party or any of its
Subsidiaries or the future business, operations or affairs of the other party or
any of its Subsidiaries  heretofore or hereafter  delivered to or made available
to such party or its counsel, accountants, advisors, lenders, representatives or
Affiliates; and                                                                 

                  (ii) any other information,  statement or documents heretofore
or  hereafter  delivered  to or made  available  to such  party or its  counsel,
accountants,  advisors,  lenders,  representatives or Affiliates with respect to
the  other  party or any of its  Subsidiaries  or the  business,  operations  or
affairs of the other party or any of its Subsidiaries,  except to the extent and
as expressly  covered by a  representation  and warranty made by the other party
and contained in Article III or Article IV of this Agreement, as applicable.    

         Section 6.16  Resignations.  At Closing,  the Company  shall deliver to
Parent written resignations of the directors of the Company, together with those
officers  designated  by Parent at least  ten (10) days  prior to the  Effective
Time.                                                                           

         Section  6.17   Amendment  of  Advisory   and   Oversight   Agreements.
Simultaneously with the execution of this Agreement,  the Company shall execute,
and  deliver  to Parent a true and  correct  copy of,  (a) an  amendment  to the
Advisory  Agreement  in  substantially  the form  attached  as Exhibit  "F" (the
"Advisory Agreement  Amendment") and (b) an amendment to the Oversight Agreement
in  substantially  the form  attached as Exhibit "G" (the  "Oversight  Agreement
Amendment").                                                                    

Section 6.18 Section 16(b) Board Approval.                    

         (a) Prior to  Closing,  the Board of  Directors  of  Parent  shall,  by
resolution  duly  adopted  by  such  Board  of  Directors  or a duly  authorized
committee of "non-employee  directors" thereof,  approve and adopt, for purposes
of exemption from  "short-swing"  liability  under Section 16(b) of the Exchange
Act, the  acquisition  of Parent Common Stock at the Effective  Time by officers
and  directors  of Parent  (including  officers or  directors of the Company who
become, prior to, at, or following the Effective Time of the Merger, officers or
directors of Parent) as a result of the  conversion of shares of Company  Common
Stock in the Merger and the assumption of the Options by Parent at the Effective
Time. Such resolution shall set forth the name of the applicable  "insiders" for
purposes  of Section 16 of the  Exchange  Act,  the number of  securities  to be
acquired by each  individual,  that the approval is being  granted to exempt the
transaction  under Rule 16b-3 under the Exchange Act, and, for the Options to be
assumed by Parent at the Effective  Time,  the material terms of the options and
warrants to purchase  Parent Common Stock  acquired by such insiders as a result
of the assumption by Parent of such Options.                                    

         (b) Prior to Closing,  the Board of Directors of the Company shall,  by
resolution  duly  adopted  by  such  Board  of  Directors  or a duly  authorized
committee of "non-employee  directors" thereof,  approve and adopt, for purposes
of exemption from  "short-swing"  liability  under Section 16(b) of the Exchange
Act, the  conversion at the Effective  Time of the shares of the Company  Common
Stock held by officers and directors of the Company into shares of Parent Common
Stock as a result of the conversion of shares in the Merger,  and the assumption
and cashout by Parent at the  Effective  Time of the Options of the officers and
directors  of the  Company.  Such  resolution  shall  set  forth the name of the
applicable  "insiders"  for  purposes of Section 16 of the Exchange Act and, for
each  "insider,"  the number of shares of Company  Common  Stock to be converted
into  shares of Parent  Common  Stock at the  Effective  Time,  the  number  and
material  terms of the  Options  to be  assumed  and cashed out by Parent at the
Effective Time, and that the approval is being granted to exempt the transaction
under Rule 16b-3 under the Exchange Act.                                        

         Section  6.19  Transfer of Assets.  Prior to the  Closing,  the Company
shall  transfer the assets set forth on Section  6.19 of the Company  Disclosure
Schedule, on an as is, where is basis, with no warranties, to an entity in which
the Company has no equity  interest.  As  consideration  for such  assets,  such
entity  shall  assume  the  lease  described  on  Section  6.19  of the  Company
Disclosure  Schedule (and obtain a release of the Company with respect thereto),
and shall assume all other  obligations  with  respect to such leased  premises,
including,  without  limitation,  utilities,  phone system,  and equipment lease
obligations.  Such  transfer,  assignment  and  release  shall  be in  form  and
substance reasonably satisfactory to Parent.                                    

         Section 6.20 Other Registration  Statements.  Parent shall perform,  in
all material respects,  its obligations under the Registration  Rights Agreement
required to be performed prior to the Effective Time.                           

         Section 6.21 Opinion of Financial Advisor. A true, correct and complete
copy of the written  opinion  delivered  by Chase as set forth in Section  3.20,
which opinion shall be included in the Proxy  Statement,  has been  delivered to
Parent by the Company.                                                          

         Section 6.22 401(k) Plan Distributions.  The Surviving  Corporation and
its Subsidiaries shall, or Parent shall cause the Surviving  Corporation and its
Subsidiaries  to,  cause a  distribution  of vested  account  balances  from the
Company's 401(k) plan, to each employee participating in the plan who terminates
employment with the Company and all ERISA  Affiliates after the Closing Date, as
soon as  administratively  feasible  following  such  employee's  termination of
employment,  to the extent permissible under applicable law and not inconsistent
with  any  other  contractual  obligation  of  the  Surviving  Corporation,  its
Subsidiaries or Parent; provided,  however, the preceding shall not prohibit the
transfer of the assets and  liabilities  of any Company  401(k) plan to a 401(k)
plan of the Parent.                                                             

 ARTICLE VII

CONDITIONS TO CONSUMMATION OF THE MERGER

         Section 7.1 Conditions to Each Party's Obligation to Effect the Merger.
The  respective  obligations of each party to effect the Merger shall be subject
to the  satisfaction  or waiver at or prior to the Closing Date of the following
conditions:                                                                     

         (a)  Stockholder  Approval.  This  Agreement shall have been adopted by
the  requisite  vote (as described in Section 3.5(b)) of the stockholders of the
Company in accordance with Applicable Law.                                      

         (b)  Governmental  Approvals.  All  authorizations,  consents,  orders,
declarations or approvals of, or filings with, or terminations or expirations of
waiting  periods  imposed  by, any  Governmental  Entity,  which the  failure to
obtain,  make or occur  would have the effect of making the Merger or any of the
transactions contemplated hereby illegal or would have a Material Adverse Effect
on Parent or the  Company (as the  Surviving  Corporation)  or would  materially
impair the  operations  of the  Surviving  Corporation,  assuming the Merger had
taken  place,  shall  have been  obtained,  shall  have been made or shall  have
occurred.                                                                       

         (c) Waiting  Periods.  The waiting  period (and any extension  thereof)
under  the HSR Act,  the  Competition  Act  (Canada)  and the  Mexican  Law,  as
applicable  shall have expired or been terminated and, as applicable,  clearance
thereunder shall have been obtained.                                            

         (d)  Registration  Statement.  The  Registration  Statement  shall have
become  effective in accordance  with the provisions of the  Securities  Act. No
stop order suspending the effectiveness of the Registration Statement shall have
been  issued by the SEC and no  proceedings  for that  purpose  shall  have been
initiated by the SEC.                                                           

         (e) No Injunction.  No Governmental Entity having jurisdiction over the
Company or Parent, or any of their respective Subsidiaries,  shall have enacted,
issued,  promulgated,  enforced or entered any law, rule, regulation,  executive
order,  decree,  injunction or other order  (whether  temporary,  preliminary or
permanent)  which is then in effect  and has the  effect of making the Merger or
the Stock Voting Agreements illegal or otherwise prohibiting consummation of the
Merger.                                                                         

         Notwithstanding  the  foregoing  provisions of this Section 7.1, if the
conditions  set forth herein shall not be satisfied  due to Parent's  failure to
comply with  Section  6.7(d) or (e),  such  failure  shall not be excused by the
foregoing  provisions  of this Section 7.1 and such failure  shall  constitute a
material breach of this Agreement.                                              

         Section 7.2 Conditions to Obligation of Parent and Merger Sub to Effect
the Merger.  The  obligation of Parent and Merger Sub to effect the Merger shall
be  subject  to the  satisfaction  at or  prior  to the  Effective  Time  of the
following additional conditions, unless waived in writing by Parent:            

         (a)  Representations  and Warranties.  Each of the  representations and
warranties of the Company set forth in this Agreement  shall be true and correct
in all  material  respects as of the date of this  Agreement  and (except to the
extent such  representations  and  warranties  speak  expressly as of an earlier
date) as of the Effective  Time as though made on and as of the Effective  Time;
provided,  however,  that this condition  shall be deemed to have been satisfied
unless  the  individual  or  aggregate   impact  of  all  inaccuracies  of  such
representations  and warranties  (without  regard to any materiality or Material
Adverse Effect  qualifier(s)  contained in any and each such  representation  or
warranty)  would  have a Company  Material  Adverse  Effect.  Parent  shall have
received a  certificate  signed on behalf of the Company by the Chief  Executive
Officer and the Chief Financial Officer of the Company to such effect.          

         (b)  Performance of Obligations of the Company.  The Company shall have
performed in all material  respects all obligations  required to be performed by
it under this Agreement at or prior to the Effective Time, and Parent shall have
received a  certificate  signed on behalf of the Company by the Chief  Executive
Officer or the Chief Financial Officer of the Company to such effect.           

         Section  7.3  Conditions  to  Obligation  of the  Company to Effect the
Merger.  The  obligation of the Company to effect the Merger shall be subject to
the  satisfaction at or prior to the Effective Time of the following  additional
conditions, unless waived in writing by the Company:                            

         (a)  Representations  and Warranties.  Each of the  representations and
warranties  of Parent and Merger Sub set forth in this  Agreement  shall be true
and  correct  in all  material  respects  as of the date of this  Agreement  and
(except to the extent such  representations and warranties speak expressly as of
an  earlier  date)  as of the  Effective  Time as  though  made on and as of the
Effective Time; provided,  however,  that this condition shall be deemed to have
been satisfied  unless the individual or aggregate impact of all inaccuracies of
such  representations  and  warranties  (without  regard to any  materiality  or
Material   Adverse   Effect   qualifier(s)   contained  in  any  and  each  such
representation  or warranty)  would have a Parent Material  Adverse Effect.  The
Company  shall  have  received a  certificate  signed on behalf of Parent by the
Chief  Executive  Officer  and the  Chief  Financial  Officer  of Parent to such
effect.                                                                         

         (b) Performance of Obligations of Parent and Merger Sub. Each of Parent
and Merger Sub shall have  performed  in all material  respects all  obligations
required to be performed by it under this Agreement at or prior to the Effective
Time,  and the Company  shall have  received a  certificate  signed on behalf of
Parent by the Chief Financial Officer of Parent to such effect.                 

         (c) Stock  Exchange  Listing.  The  shares of Parent Common Stock to be
issued  in  the  Merger or upon exercise of the Rollover Options shall have been
authorized for listing on the NYSE, subject to official notice of listing.      

         (d) Registration  Rights  Agreement.  The Parent shall have complied in
all  material  respects  with  its  obligations  under  the  Registration Rights
Agreement required to be performed prior to the Effective Time.                 

ARTICLE VIII

 TERMINATION

         Section 8.1  Termination.  This  Agreement may be  terminated,  and the
Merger and the other transactions  contemplated hereby may be abandoned,  at any
time prior to the  Effective  Time,  whether  before or after  adoption  of this
Agreement by the stockholders of the Company under the following circumstances: 

(a)      by mutual written consent of Parent and the Company; 

         (b) by either  Parent or the Company,  if (i) the Merger shall not have
been consummated on or before November 30, 2000, as such date may be extended by
the 15-day cure period provided for in Sections 8.1(d) and (f) (the "Termination
Date"),  or (ii) the  stockholders of the Company do not adopt this Agreement by
the  requisite  vote at a meeting  duly  convened  therefor  or any  adjournment
thereof; provided that the party seeking to terminate this Agreement pursuant to
clause  (i) of this  Section  8.1(b)  shall not have  breached  in any  material
respect  its  obligations  under this  Agreement  in any manner  that shall have
proximately contributed to the failure to consummate the Merger on or before the
Termination  Date;  and  provided,  further,  that Parent shall have no right to
terminate  this  Agreement  under this clause (i) of this Section  8.1(b) if the
Merger  shall not have become  effective  prior to the  Termination  Date due to
Parent's  failure to comply with  Section  6.7(d) or (e),  which  failure  shall
constitute a material breach of this Agreement by Parent;                       

         (c) by  either  Parent or the  Company,  if any  permanent  injunction,
order,  decree or ruling by any  Governmental  Entity of competent  jurisdiction
preventing  the   consummation  of  the  Merger  shall  have  become  final  and
nonappealable;  provided,  however,  that the party  seeking to  terminate  this
Agreement  pursuant  to this  Section  8.1(c)  shall have used  reasonable  best
efforts to remove such  injunction or overturn such action;  provided,  further,
that Parent shall have no right to terminate this  Agreement  under this Section
8.1(c) if the Merger shall not become  effective prior to the  Termination  Date
due to Parent's  failure to comply with  Section  6.7(d) or (e),  which  failure
shall constitute a material breach of this Agreement by Parent;                 

         (d)  by  Parent,  if  (i)  there  has  been a  material  breach  of the
representations or warranties,  covenants or agreements of the Company set forth
in this  Agreement,  which  breach is not curable  or, if curable,  is not cured
within  fifteen (15) days after written notice of such breach is given by Parent
to the Company; provided, however, that this termination right under this clause
(i) of this  Section  8.1(d)  shall not be available  unless the  individual  or
aggregate  impact of all  inaccuracies  of such  representations  and warranties
(without  regard to any  materiality  or Material  Adverse  Effect  qualifier(s)
contained in any and each such  representation or warranty) would have a Company
Material Adverse Effect, or (ii) the Board of Directors of the Company (x) fails
to convene a meeting of the Company's stockholders to adopt this Agreement on or
before the later of (A) November 28, 2000, or (B) within 45 days (but not sooner
than 20  business  days after the date the Proxy  Statement  is first  mailed to
stockholders)  following  the date that the  Registration  Statement  shall have
become  effective  and the Proxy  Statement  has been cleared by the SEC, or, in
either case, postpones the date scheduled for the meeting of the stockholders of
the Company to adopt this Agreement beyond such date, except, in either case (1)
with the written  consent of Parent,  or (2) if such failure or  postponement is
due to a breach by Parent of this Agreement, (y) fails to recommend the adoption
of this  Agreement to the  Company's  stockholders  in  accordance  with Section
6.5(a)  hereof,  or (z)  withdraws or amends or modifies in a manner  adverse to
Parent its recommendation or approval in respect of this Agreement or the Merger
or fails to reconfirm such recommendation  within two business days of a written
request for such confirmation by Parent;                                        

         (e)  by the  Company,  prior  to  adoption  of  this  Agreement  by the
stockholders  of the Company  concurrently  with the  Company,  entering  into a
definitive  acquisition,  merger  or  similar  agreement  to  effect a  Superior
Proposal;  provided,  however, that the Company may not terminate this Agreement
pursuant to this  subsection  (e) unless (i) five days shall have elapsed  after
delivery  to  Parent  of a  written  notice  of the  Company's  intention  to so
terminate  this  Agreement and informing  Parent of the terms and  conditions of
such  Superior  Proposal  and the  identity  of the person or group  making such
Superior Proposal, and (ii) at the end of such five (5) day period, the Board of
Directors of the Company  believes that such  proposal for Superior  Proposal is
still superior to the transaction  contemplated under this Agreement as such may
be modified as proposed by Parent.  During such five (5) day period, the Company
shall fully  cooperate  with Parent in a manner  consistent  with the  fiduciary
duties of the Board of Directors with the intent of enabling  Parent to agree to
propose for the consideration of the Company's Board of Directors a modification
of the  terms  and  conditions  of  this  Agreement  so  that  the  transactions
contemplated hereby may be effected; and                                        

         (f) by the Company,  if there has been a material  breach of any of the
representations  or warranties,  covenants or agreements of Parent or Merger Sub
set forth in this Agreement,  which breach is not curable or, if curable, is not
cured within  fifteen (15) days after written  notice of such breach is given by
the Company to Parent; provided, however, that this termination right under this
Section 8.1(f) shall not be available  unless the individual or aggregate impact
of all inaccuracies of such  representations  and warranties  (without regard to
any  materiality or Material  Adverse Effect  qualifier(s)  contained in any and
each such  representation  or  warranty)  would have a Parent  Material  Adverse
Effect.                                                                         

Section 8.2  Effect of Termination.                           

         (a) In the event of  termination  of this  Agreement  pursuant  to this
Article  VIII,  the Merger shall be deemed  abandoned and this  Agreement  shall
forthwith become void,  except that the provisions of Section 6.10, this Section
8.2, Article IX and the terms of the Confidentiality Agreement shall survive any
termination of this Agreement; provided, however, that nothing in this Agreement
shall  relieve  any party  from  liability  for any  breach  of this  Agreement;
provided that, subject to Section 8.2(d), nothing herein shall relieve any party
from  liability  for  any  breaches  hereof  which  at a  minimum  shall  be the
reasonable  expenses incurred by of the  non-breaching  party in connection with
the transactions contemplated herein.                                           

         (b) If (A) Parent  shall have  terminated  this  Agreement  pursuant to
Section  8.1(d)(ii)  (x), (y) or (z), or (B) the Company  shall have  terminated
this Agreement  pursuant to Section 8.1(e),  then, in any such case, the Company
shall pay Parent  within one (1)  business day  following  such  termination,  a
termination  fee  of  $50,000,000,  payable  by  wire  transfer  of  immediately
available funds to an account designated by Parent.                             

         (c) If Parent or Company shall have terminated this Agreement  pursuant
to Section  8.1(b)(ii),  and within  twelve (12)  months  after the date of such
termination the Company (i) consummates a Takeover Proposal, or (ii) enters into
a  Definitive  Agreement  to do so (or a tender  offer with  respect  thereto is
commenced), then, in any such case, the Company shall pay Parent, within one (1)
business day following  consummation of any Takeover Proposal, a termination fee
of  $50,000,000,  payable by wire transfer of immediately  available funds to an
account designated by Parent.                                                   

         (d) Notwithstanding  anything to the contrary contained herein, receipt
by Parent of the amounts  payable  pursuant to Section  8.2(b) or Section 8.2(c)
shall  constitute  full settlement of any and all liabilities of the Company for
damages  under this  Agreement  in respect of a  termination  of this  Agreement
pursuant to Sections 8.1(d)(ii)(x), (y) or (z), 8.1(e), or 8.1(b)(ii).          

ARTICLE IX

GENERAL PROVISIONS

         Section  9.1  Amendment  and  Modification.  At any  time  prior to the
Effective  Time,  whether  before or after  adoption  of this  Agreement  by the
stockholders  of the  Company,  this  Agreement  may  be  amended,  modified  or
supplemented by written agreement (referring  specifically to this Agreement) of
Parent  and the  Company  with  respect  to any of the terms  contained  herein;
provided,  however, that after adoption of this Agreement by the stockholders of
the Company,  no such amendment,  modification or supplementation  shall be made
which under Applicable Law requires the approval of such  stockholders,  without
the further approval of such stockholders.                                      

         Section 9.2 Waiver. At any time prior to the Effective Time, Parent, on
the one hand,  and the Company,  on the other hand,  may (i) extend the time for
the performance of any of the obligations or other acts of the other, (ii) waive
any  inaccuracies in the  representations  and warranties of the other contained
herein or in any documents  delivered pursuant hereto and (iii) waive compliance
by the other with any of the agreements or conditions contained herein which may
legally be waived. Any such extension or waiver shall be valid only if set forth
in an instrument in writing specifically  referring to this Agreement and signed
on behalf of such party.                                                        

         Section   9.3    Survivability;    Investigations.    The    respective
representations  and  warranties of Parent and Merger Sub, on the one hand,  and
the Company, on the other hand, contained herein or in any certificates or other
documents delivered prior to or as of the Effective Time (i) shall not be deemed
waived or otherwise  affected by any investigation  made by any party hereto and
(ii) shall not survive  beyond the Effective  Time. The covenants and agreements
of the parties  hereto  (including the Surviving  Corporation  after the Merger)
shall survive the Effective Time, without limitation (except for those which, by
their terms, contemplate a shorter survival period).                            

         Section 9.4  Notices.  All notices and other  communications  hereunder
shall be in writing and shall be delivered  personally or by next-day courier or
telecopied  with  confirmation  of  receipt,  to the  parties  at the  addresses
specified  below (or at such other  address for a party as shall be specified by
like notice;  provided  that  notices of a change of address  shall be effective
only upon receipt thereof).  Any such notice shall be effective upon receipt, if
personally  delivered or telecopied,  or one day after delivery to a courier for
next-day delivery.                                                              

If to Parent or Merger Sub, to:                               

ConAgra, Inc.             
One ConAgra Drive         
Omaha, Nebraska, 68102    
  Attention:  Dwight J. Goslee
Telephone: (402) 595-4091 
Telecopier: (402) 595-4709

with copies to:                                               

          McGrath, North, Mullin & Kratz, P.C.
 1400 One Central Park Plaza
222 South Fifteenth Street
Omaha, Nebraska, 68102    
Attention:  Roger W. Wells
Telephone:  (402) 341-3070
 Telecopier:  (402) 341-0216

If to the Company, to:                                        

    International Home Foods, Inc.
1633 Littleton Road       
   Parsippany, New Jersey, 07054
 Attention:  General Counsel
Telephone:  (973) 359-9920
 Telecopier:  (973) 254-5897

with a copy to:                                               

Vinson & Elkins L.L.P.    
3700 Trammell Crow Center 
2001 Ross Avenue          
Dallas, Texas  75201      
  Attention:  A. Winston Oxley
Telephone:  (214) 220-7700
 Telecopier:  (214) 220-7716

         Section  9.5  Descriptive   Headings;   Interpretation.   The  headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation  of this Agreement.  References in this
Agreement to Sections,  Exhibits or Articles mean a Section,  Exhibit or Article
of this Agreement unless otherwise indicated. References to this Agreement shall
be deemed to include  the  Exhibits  hereto,  the Company  Disclosure  Schedule,
unless the context otherwise requires.  The term "person" shall mean and include
an  individual,  a  partnership,  a joint  venture,  a  corporation,  a  limited
liability  company,  a  trust,  a  Governmental   Entity  or  an  unincorporated
organization.  The  disclosure  of any  matter  in any  section  of the  Company
Disclosure  Schedule shall not be deemed to constitute an admission by any party
or to  otherwise  imply that any such  matter is  material or may have a Company
Material Adverse Effect for purposes of this Agreement.                         

         Section 9.6 Entire Agreement.  This Agreement  (including the Exhibits,
the Company Disclosure Schedule, the Stock Voting Agreement and the Registration
Rights Agreement), together with the Confidentiality Agreement,  constitutes the
entire  agreement  between the parties and supersedes all other prior agreements
and  understandings,  both  written and oral,  among the parties or any of them,
with respect to the subject matter hereof.                                      

         Section 9.7  Governing  Law.  This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of Delaware,  without giving
effect to the provisions thereof relating to conflicts of law.                  

         Section 9.8  Enforcement.  The parties  agree that  irreparable  damage
would occur in the event that any of the  provisions of this  Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is  accordingly  agreed that the parties  shall be entitled to an  injunction or
injunctions to prevent  breaches of this  Agreement and to enforce  specifically
the terms and  provisions  of this  Agreement in any court of the United  States
located in the State of  Delaware  or in  Delaware  state  court,  this being in
addition to any other remedy to which they are entitled at law or in equity.  In
addition,  each of the  parties  hereto  (a)  consents  to submit  itself to the
personal  jurisdiction  of any federal court located in the State of Delaware or
any Delaware  state court in the event any dispute  arises out of this Agreement
or any of the  transactions  contemplated by this Agreement,  (b) agrees that it
will not attempt to deny or defeat such personal jurisdiction by motion or other
request  for leave from any such court and (c) agrees that it will not bring any
action  relating to this Agreement or any of the  transactions  contemplated  by
this  Agreement in any court other than a federal or state court  sitting in the
State of Delaware.                                                              

         Section 9.9 Counterparts. This Agreement may be executed in two or more
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement.                           

         Section 9.10 Assignment;  Third-Party Beneficiaries. This Agreement and
the rights,  interests and  obligations  hereunder shall inure to the benefit of
the  parties  hereto and their  respective  successors  and  permitted  assigns;
provided,  however,  that no party hereto may assign or  otherwise  transfer its
rights,  interests or obligations hereunder without the prior written consent of
the other parties  hereto.  Except for the  provisions of Article II and Section
6.9,  nothing in this Agreement is intended to confer upon any person other than
the parties hereto any rights or remedies hereunder.                            

         Section  9.11 No Recourse  Against  Others.  Each of the  following  is
herein  referred to as a "Company  Affiliate:" (a) any direct or indirect holder
of any equity interests or securities in the Company (whether limited or general
partners,  members,  stockholders,  or  otherwise),  (b)  any  Affiliate  of the
Company, or (c) any director, officer, employee,  representative or agent of (i)
the Company,  (ii) any  Affiliate  of the  Company,  or (iii) any such holder of
equity  interests or securities  referred to in clause (a) above.  Except to the
extent  that a Company  Affiliate  is an express  signatory  party  thereto,  no
Company  Affiliate  shall  have  any  liability  or  obligation  of  any  nature
whatsoever  in  connection  with or  under  this  Agreement,  the  Stock  Voting
Agreements or the Registration Rights Agreement or the transactions contemplated
hereby or thereby, and Parent and Merger Sub hereby waive and release all claims
of any such liability and obligation, except as set forth below. Notwithstanding
the  provisions of the preceding  sentence,  Parent and Merger Sub neither waive
nor  release,  any claims  that they may  otherwise  have  against  any  Company
Affiliate for such Company Affiliate's actual, intentional misrepresentation (a)
of any fact to the Company's  independent auditors, or any item reflected in the
Company's SEC Documents or Subsequent SEC Documents,  and (b) to the extent that
such  misrepresentation  has caused the Company SEC Documents or Subsequent  SEC
Documents to materially  misstate the financial  position of the Company and its
consolidated  Subsidiaries,  at such date, or the consolidated  results of their
operations and their consolidated cash flow for the period then ended.          

         Section 9.12  Severability.  Any term or  provision  of this  Agreement
which  is  invalid  or  unenforceable  in any  jurisdiction  shall,  as to  that
jurisdiction,   be   ineffective   to  the   extent   of  such   invalidity   or
unenforceability  without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement in any other jurisdiction.  If any provision of
this  Agreement  is so broad as to be  unenforceable,  such  provision  shall be
interpreted to be only so broad as is enforceable.                              

         Section 9.13 Attorneys' Fees. If any action or law or equity, including
an action for  declaratory  relief,  is brought  to  enforce  or  interpret  any
provision of this Agreement,  the prevailing  party shall be entitled to recover
reasonable  attorneys'  fees and expenses  from the other party,  which fees and
expenses shall be in addition to any other relief which may be awarded.         

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         IN WITNESS  WHEREFORE,  Parent,  Merger Sub and the Company have caused
this  Agreement  and  Plan of  Merger  to be  executed  on its  behalf  by their
respective  officers  thereunto duly authorized,  all as of the date first above
written.                                                                        

 CONAGRA, INC.

          By: /s/ Bruce C. Rohde
                              Its:  Chairman and Chief Executive Officer

             CAG ACQUISITION SUB, INC.

          By: /s/ Bruce C. Rohde
   Its:  President

                  INTERNATIONAL HOME FOODS, INC.

               By: /s/ C. Dean Metropoulos
                 Its:  Chief Executive Officer

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 ANNEX B

OPINION OF CHASE SECURITIES INC.

Chase Securities Inc.                                                           
270 Park Avenue                                                                 
New York, NY 10017-2070                                                         

                                           June 22, 2000

Board of Directors                                                              
International Home Foods, Inc.                                                  
100 Northfield Street                                                           
Greenwich, CT 06830                                                             

Members of the Board:                                                           

     You have informed us that  International  Home Foods, Inc. (the "Company"),
ConAgra,  Inc. ("Parent") and CAG Acquisition Sub, Inc. ("Merger Sub"), a direct
wholly-owned  subsidiary of Parent,  propose to enter into an Agreement and Plan
of Merger  dated as of June 22, 2000 (the  "Agreement")  which  provides,  among
other  things,  that a merger will occur  between the Company and the Merger Sub
(the "Merger").  Pursuant to the Agreement, the shareholders of the Company will
receive for each share of common stock of the Company,  par value $.01 per share
("Company   Common   Stock"),   (i)   $11.00  in  cash  (the  "Per   Share  Cash
Consideration")  and (ii) a certain  number of shares of common stock of Parent,
par value $5.00 per share  ("Parent  Common  Stock") equal to an exchange  ratio
calculated pursuant to the Agreement (the "Per Share Stock Consideration").  The
Per Share Cash Consideration and the Per Share Stock  Consideration are together
(and not separately)  referred to herein as the "Merger  Consideration."  As set
forth more fully in the Agreement,  the Per Share Stock  Consideration  shall be
determined by dividing  $11.00 by the average closing price of the Parent Common
Stock on the NYSE  Composite  Transactions  List for the ten full  trading  days
ending on the fifth full trading day  immediately  preceding the Closing Date of
the Merger (the "Actual Average Trading  Price"),  provided  however in no event
shall the Average  Trading  Price (as  defined in the  Agreement)  utilized  for
purposes of calculating the Per Share Stock Consideration be greater than $22.00
(which will result in the minimum  exchange ratio (the "Exchange  Ratio Floor"))
nor less than  $18.00  (which will  result in the  maximum  exchange  ratio (the
"Exchange Ratio Cap")).                                                         

     You have  requested  that we render our opinion as to the fairness,  from a
financial  point of view,  to the holders of Company  Common Stock of the Merger
Consideration in the Merger.                                                    

  In arriving at the opinion set forth below, we have, among other things:

         (a)      reviewed a draft of the  Agreement in the form  provided to us
                  and have  assumed that the final form of such  agreement  will
            not vary in any regard that is material to our analysis;

         (b)      reviewed  certain  publicly  available  business and financial
                  information  we deemed  relevant  relating  to the Company and
               Parent and the respective industries in which they operate;

         (c)      reviewed certain internal  non-public  financial and operating
                  data provided to us by the management of the Company  relating
                  to the  Company's  business,  including  certain  forecast and
                  projection  information as to the future financial  results of
such business;                              

         (d)      discussed with members of the senior management of the Company
                  and Parent, the Company's and Parent's operations,  historical
                  financial  statements and future  prospects,  before and after
                  giving  effect to the  Merger,  as well as their  views of the
                  business,   operational  and  strategic   benefits  and  other
                  implications of the Merger and such other matters as we deemed
necessary or appropriate;                   

         (e)      compared  the  financial  and  operating  performance  of  the
                  Company  and  Parent  with  publicly   available   information
                  concerning  certain other  companies we deemed  comparable and
                  reviewed  the  relevant  historical  stock  prices of  Company
                  Common Stock,  Parent Common Stock and certain publicly traded
securities of such other companies;         

         (f)      reviewed  the  financial  terms  of  certain  recent  business
                  combinations and acquisition transactions we deemed reasonably
                  comparable  to  the  Merger  and  otherwise  relevant  to  our
inquiry; and                                

         (g)      made  such  other  analyses  and  examinations  as have deemed
necessary or appropriate.                   

     We have assumed and relied upon,  without assuming any  responsibility  for
verification,  the accuracy and  completeness  of all of the financial and other
information  provided to,  discussed with, or reviewed by or for us, or publicly
available,  for  purposes  of this  opinion  and have  further  relied  upon the
assurances of  managements  of the Company and Parent that they are not aware of
any facts that would make such  information  inaccurate or  misleading.  We have
neither made nor obtained  any  independent  evaluations  or  appraisals  of the
assets or liabilities of the Company or Parent, nor have we conducted a physical
inspection of the properties  and  facilities of the Company or Parent.  We have
assumed that the financial  forecast and projection  information  provided to or
discussed with us by or on behalf of the Company and Parent have been reasonably
determined  on bases  reflecting  the best  currently  available  estimates  and
judgments  of the  managements  of  the  Company  and  Parent  as to the  future
financial  performance of such  companies,  including after giving effect to the
Merger. We have further assumed that, in all material  respects,  such forecasts
and projections will be realized in the amounts and times indicated thereby.  We
express no view as to such forecast or projection information or the assumptions
upon which they were based.                                                     

     For  purposes of  rendering  our opinion we have  assumed,  in all respects
material to our analysis,  that the representations and warranties of each party
contained in the  Agreement  are true and correct,  that each party will perform
all of the  covenants  and  agreements  required to be performed by it under the
Agreement  and that all  conditions  to the  consummation  of the Merger will be
satisfied  without  waiver  thereof.  We have  also  assumed  that all  material
governmental,  regulatory or other  consents and approvals  will be obtained and
that in the course of obtaining any necessary governmental,  regulatory or other
consents  and  approvals,  or any  amendments,  modifications  or waivers to any
documents to which either of the Company or Parent is party,  as contemplated by
the Agreement,  no restrictions will be imposed or amendments,  modifications or
waivers made that would have any  material  adverse  effect on the  contemplated
benefits to the Company or Parent of the Merger.  We have also  assumed that the
Merger is consummated under circumstances where the Actual Average Trading Price
is not less than the Average Trading Price used under the Agreement to determine
the Per Share Stock Consideration as a result of the Exchange Ratio Cap.        

     In  connection  with  the  preparation  of this  opinion,  we have not been
authorized  by the Company or the Board of  Directors  to  solicit,  nor have we
solicited, third party indications of interest for the acquisition of all or any
part of the Company.                                                            

     Our  opinion  herein is  necessarily  based on market,  economic  and other
conditions  as they exist and can be evaluated  on the date of this letter.  Our
opinion is limited  to the  fairness,  from a  financial  point of view,  to the
holders of Company  Common Stock of the Merger  Consideration  to be received in
the Merger and we express no opinion as to the merits of the underlying decision
by the  Company to engage in the  Merger.  We express no opinion on matters of a
tax,  accounting  or legal nature  related to the Merger.  This opinion does not
constitute a  recommendation  to any  shareholder  of the Company as to how such
shareholder  should vote (or agree to vote) with  respect to the Merger,  or any
other  matters  related  thereto.  In addition,  we express no opinion as to the
prices at which the  Company  Common  Stock or Parent  Common  Stock  will trade
following the announcement or the consummation of the Merger.                   

     Chase  Securities  Inc., as part of its  financial  advisory  business,  is
continually  engaged in the  valuation of  businesses  and their  securities  in
connection with mergers and  acquisitions  and valuations for estate,  corporate
and other  purposes.  We have  acted as  financial  advisor  to the  Company  in
connection  with the Merger and will receive a fee for our  services,  including
for rendering this opinion, payment of a portion of which is contingent upon the
consummation of the Merger. In addition,  the Company has agreed to indemnify us
for certain  liabilities  arising out of our  engagement.  As we have previously
advised you, The Chase Manhattan Corporation and its affiliates, including Chase
Securities  Inc.,  in the ordinary  course of business,  have from time to time,
provided, and in the future may continue to provide, for customary compensation,
commercial and investment  banking services to the Company,  Hicks, Muse, Tate &
Furst Incorporated and Parent and their respective  affiliates.  In the ordinary
course of business,  we or our affiliates  may own,  manage or trade in the debt
and equity securities of the Company and Parent and their respective affiliates,
for our own accounts and for the accounts of our customers and, accordingly, may
at any time hold a long or short position in such securities.                   

     Based upon and subject to the foregoing,  we are of the opinion,  as of the
date  hereof,  that the  Merger  Consideration  in the  Merger  is fair,  from a
financial point of view, to the holders of Company Common Stock.                

     This  opinion is for the use and benefit of the Board of  Directors  of the
Company  in its  evaluation  of the  Merger  and shall not be used for any other
purpose without the prior written consent of Chase Securities Inc.              

                 Very truly yours,

                        /s/ Chase Securitis Inc.

                     CHASE SECURITIES INC.

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 ANNEX C

 SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

     SECTION 262 Appraisal  Rights -- (a) Any  stockholder  of a corporation  of
this  State  who  holds  shares  of stock on the date of the  making of a demand
pursuant to  subsection  (d) of this section  with  respect to such shares,  who
continuously  holds such  shares  through  the  effective  date of the merger or
consolidation,  who has otherwise  complied with  subsection (d) of this section
and who has neither voted in favor of the merger or consolidation  nor consented
thereto in writing  pursuant  to Sec.  228 of this title shall be entitled to an
appraisal by the Court of Chancery of the fair value of the stockholder's shares
of stock under the  circumstances  described in subsections  (b) and (c) of this
section.  As used in this  section,  the word  "stockholder"  means a holder  of
record of stock in a stock corporation and also a member of record of a nonstock
corporation;  the words  "stock" and "share" mean and include what is ordinarily
meant by those words and also membership or membership interest of a member of a
nonstock corporation; and the words "depository receipt" mean a receipt or other
instrument  issued  by a  depository  representing  an  interest  in one or more
shares, or fractions thereof,  solely of stock of a corporation,  which stock is
deposited with the depository.                                                  

     (b)  Appraisal  rights  shall be  available  for the shares of any class or
series of stock of a constituent  corporation in a merger or consolidation to be
effected  pursuant to Sec.  251 (other than a merger  effected  pursuant to Sec.
251(g) of this title),  Sec. 252, Sec. 254, Sec. 257, Sec. 258, Sec. 263 or Sec.
264 of this title:                                                              

                  (1)  Provided,  however,  that no appraisal  rights under this
                  section  shall be  available  for the  shares  of any class or
                  series  of stock,  which  stock,  or  depository  receipts  in
                  respect  thereof,  at the record date fixed to  determine  the
                  stockholders  entitled to receive notice of and to vote at the
                  meeting of stockholders to act upon the agreement of merger or
                  consolidation, were either (i) listed on a national securities
                  exchange or designated as a national market system security on
                  an interdealer quotation system by the National Association of
                  Securities  Dealers,  Inc. or (ii) held of record by more than
                  2,000 holders;  and further  provided that no appraisal rights
                  shall be available for any shares of stock of the  constituent
                  corporation  surviving  a merger if the merger did not require
                  for its approval the vote of the stockholders of the surviving
                  corporation  as provided in subsection (f) of Sec. 251 of this
title.                                      

                  (2)   Notwithstanding   paragraph  (1)  of  this   subsection,
                  appraisal rights under this section shall be available for the
                  shares  of any  class or  series  of  stock  of a  constituent
                  corporation  if the holders  thereof are required by the terms
                  of an  agreement of merger or  consolidation  pursuant to Sec.
                  251,  252,  254, 257, 258, 263 and 264 of this title to accept
for such stock anything except:             

                           a. Shares  of  stock  of the corporation surviving or
                              resulting   from  such merger or consolidation, or
                   depository receipts in respect thereof;

                           b. Shares  of  stock  of any  other  corporation,  or
                              depository  receipts  in  respect  thereof,  which
                              shares   of  stock  (or  depository   receipts  in
                              respect  thereof)  or  depository  receipts at the
                              effective date of the merger or consolidation will
                              be either listed on a national securities exchange
                              or designated as a national market system security
                              on an interdealer quotation system by the National
                              Association of Securities Dealers, Inc. or held of
              record by more than 2,000 holders;

                           c. Cash  in  lieu  of fractional shares or fractional
                              depository  receipts  described  in  the foregoing
                         subparagraphs a. and b. of this paragraph; or

                           d. Any combination of the shares of stock, depository
                              receipts  and cash in lieu of fractional shares or
                              fractional  depository  receipts  described in the
                              foregoing  subparagraphs  a.,  b.  and  c. of this
paragraph.          

                  (3) In the  event all of the  stock of a  subsidiary  Delaware
                  corporation  party to a merger effected under Sec. 253 of this
                  title is not owned by the parent corporation immediately prior
                  to the merger,  appraisal  rights shall be  available  for the
  shares of the subsidiary Delaware corporation.

     (c) Any corporation may provide in its  certificate of  incorporation  that
appraisal  rights  under this section  shall be available  for the shares of any
class or series of its stock as a result of an amendment to its  certificate  of
incorporation,  any  merger  or  consolidation  in which  the  corporation  is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation.  If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.                   

(d) Appraisal rights shall be perfected as follows:                   

                  (1) If a proposed merger or consolidation  for which appraisal
                  rights are provided  under this section is to be submitted for
                  approval at a meeting of stockholders,  the  corporation,  not
                  less than 20 days prior to the  meeting,  shall notify each of
                  its  stockholders  who was  such on the  record  date for such
                  meeting with respect to shares for which appraisal  rights are
                  available  pursuant  to  subsections  (b) or (c)  hereof  that
                  appraisal rights are available for any or all of the shares of
                  the constituent corporations, and shall include in such notice
                  a copy of this section.  Each  stockholder  electing to demand
                  the  appraisal of such  stockholder's  shares shall deliver to
                  the  corporation,  before the taking of the vote on the merger
                  or  consolidation,  a written  demand  for  appraisal  of such
                  stockholder's  shares.  Such demand will be  sufficient  if it
                  reasonably  informs  the  corporation  of the  identity of the
                  stockholder and that the stockholder intends thereby to demand
                  the appraisal of such  stockholder's  shares.  A proxy or vote
                  against the merger or consolidation  shall not constitute such
                  a demand.  A stockholder  electing to take such action must do
                  so by a separate written demand as herein provided.  Within 10
                  days after the effective date of such merger or consolidation,
                  the  surviving  or  resulting  corporation  shall  notify each
                  stockholder of each  constituent  corporation who has complied
                  with  this  subsection  and  has  not  voted  in  favor  of or
                  consented to the merger or  consolidation of the date that the
    merger or consolidation has become effective; or

                  (2) If the merger or  consolidation  was approved  pursuant to
                  Sec.  228  or  Sec.  253  of  this  title,   each  constituent
                  corporation, either before the effective date of the merger or
                  consolidation or within ten days thereafter, shall notify each
                  of the  holders  of any  class  or  series  of  stock  of such
                  constituent  corporation who are entitled to appraisal  rights
                  of the  approval  of the  merger  or  consolidation  and  that
                  appraisal  rights are  available for any or all shares of such
                  class or series of stock of such constituent corporation,  and
                  shall include in such notice a copy of this section;  provided
                  that, if the notice is given on or after the effective date of
                  the merger or consolidation, such notice shall be given by the
                  surviving or resulting  corporation to all such holders of any
                  class or series of stock of a constituent corporation that are
                  entitled to appraisal  rights.  Such notice may, and, if given
                  on or after the effective date of the merger or consolidation,
                  shall,  also notify such stockholders of the effective date of
                  the  merger or  consolidation.  Any  stockholder  entitled  to
                  appraisal rights may, within 20 days after the date of mailing
                  of such  notice,  demand  in  writing  from the  surviving  or
                  resulting  corporation the appraisal of such holder's  shares.
                  Such demand will be sufficient  if it  reasonably  informs the
                  corporation  of the identity of the  stockholder  and that the
                  stockholder  intends  thereby to demand the  appraisal of such
                  holder's shares. If such notice did not notify stockholders of
                  the effective date of the merger or consolidation,  either (i)
                  each such constituent  corporation  shall send a second notice
                  before  the  effective  date of the  merger  or  consolidation
                  notifying  each of the holders of any class or series of stock
                  of such constituent corporation that are entitled to appraisal
                  rights of the effective date of the merger or consolidation or
                  (ii) the surviving or resulting  corporation shall send such a
                  second  notice to all such  holders on or within 10 days after
                  such effective date;  provided,  however,  that if such second
                  notice is sent more than 20 days  following the sending of the
                  first  notice,  such  second  notice need only be sent to each
                  stockholder  who is entitled to  appraisal  rights and who has
                  demanded  appraisal of such holder's shares in accordance with
                  this  subsection.  An affidavit of the  secretary or assistant
                  secretary or of the transfer agent of the corporation  that is
                  required to give either notice that such notice has been given
                  shall, in the absence of fraud, be prima facie evidence of the
                  facts  stated   therein.   For  purposes  of  determining  the
                  stockholders   entitled  to  receiver   either  notice,   each
                  constituent  corporation  may fix, in  advance,  a record date
                  that  shall  be not  more  than 10 days  prior to the date the
                  notice is given,  provided,  that if the notice is given on or
                  after the effective date of the merger or  consolidation,  the
                  record date shall be such effective date. If no record date is
                  fixed and the notice is given prior to the effective date, the
                  record  date  shall be the close of  business  on the day next
   preceding the day on which the notice is given.

     (e)  Within  120  days   after  the   effective   date  of  the  merger  or
consolidation, the surviving or resulting corporation or any stockholder who has
complied with  subsections  (a) and (d) hereof and who is otherwise  entitled to
appraisal  rights,  may file a petition  in the Court of  Chancery  demanding  a
determination   of  the   value  of  the   stock   of  all  such   stockholders.
Notwithstanding  the  foregoing,  at any time within 60 days after the effective
date of the merger or  consolidation,  any  stockholder  shall have the right to
withdraw such stockholder's demand for appraisal and to accept the terms offered
upon the merger or  consolidation.  Within 120 days after the effective  date of
the  merger  or  consolidation,  any  stockholder  who  has  complied  with  the
requirements of subsections (a) and (d) hereof,  upon written request,  shall be
entitled to receive from the corporation  surviving the merger or resulting from
the  consolidation a statement  setting forth the aggregate number of shares not
voted in favor of the merger or consolidation  and with respect to which demands
for appraisal  have been  received and the  aggregate  number of holders of such
shares. Such written statement shall be mailed to the stockholder within 10 days
after such stockholder's written request for such a statement is received by the
surviving or resulting  corporation  or within 10 days after  expiration  of the
period for  delivery  of demands  for  appraisal  under  subsection  (d) hereof,
whichever is later.                                                             

     (f) Upon the filing of any such  petition  by a  stockholder,  service of a
copy thereof  shall be made upon the surviving or resulting  corporation,  which
shall  within 20 days after such  service  file in the office of the Register in
Chancery in which the petition was filed a duly  verified  list  containing  the
names and  addresses of all  stockholders  who have  demanded  payment for their
shares and with whom  agreements  as to the value of their  shares have not been
reached by the  surviving or  resulting  corporation.  If the petition  shall be
filed  by  the  surviving  or  resulting  corporation,  the  petition  shall  be
accompanied  by such a duly  verified  list.  The  Register in  Chancery,  if so
ordered by the  Court,  shall  give  notice of the time and place  fixed for the
hearing of such  petition by  registered  or certified  mail to the surviving or
resulting corporation and to the stockholders shown on the list at the addresses
therein  stated.  Such notice shall also be given by 1 or more  publications  at
least  1  week  before  the  day of  the  hearing,  in a  newspaper  of  general
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems  advisable.  The forms of the notices by mail and by publication
shall be  approved  by the Court,  and the costs  thereof  shall be borne by the
surviving or resulting corporation.                                             

     (g) At the  hearing  on  such  petition,  the  Court  shall  determine  the
stockholders who have complied with this section and who have become entitled to
appraisal  rights.  The Court may require the  stockholders who have demanded an
appraisal for their shares and who hold stock  represented  by  certificates  to
submit  their  certificates  of stock to the  Register in Chancery  for notation
thereon of the pendency of the  appraisal  proceedings;  and if any  stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.                                                               

     (h) After determining the stockholders entitled to an appraisal,  the Court
shall appraise the shares, determining their fair value exclusive of any element
of value  arising  from the  accomplishment  or  expectation  of the  merger  or
consolidation,  together  with a fair rate of interest,  if any, to be paid upon
the amount  determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors,  including the rate of
interest which the surviving or resulting  corporation  would have had to pay to
borrow money  during the pendency of the  proceeding.  Upon  application  by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion,  permit discovery
or other pretrial  proceedings and may proceed to trial upon the appraisal prior
to the final  determination  of the  stockholder  entitled to an appraisal.  Any
stockholder  whose name appears on the list filed by the  surviving or resulting
corporation  pursuant to  subsection  (f) of this section and who has  submitted
such stockholder's certificates of stock to the Register in Chancery, if such is
required,  may  participate  fully  in  all  proceedings  until  it  is  finally
determined that such  stockholder is not entitled to appraisal rights under this
section.                                                                        

     (i) The Court  shall  direct the  payment of the fair value of the  shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto.  Interest may be simple or compound, as the Court
may direct.  Payment shall be so made to each such  stockholder,  in the case of
holders of  uncertificated  stock  forthwith,  and the case of holders of shares
represented  by  certificates  upon  the  surrender  to the  corporation  of the
certificates  representing  such stock.  The  Court's  decree may be enforced as
other decrees in the Court of Chancery may be enforced,  whether such  surviving
or resulting corporation be a corporation of this State or of any state.        

     (j) The costs of the  proceeding  may be  determined by the Court and taxed
upon the  parties  as the  Court  deems  equitable  in the  circumstances.  Upon
application  of a  stockholder,  the Court  may  order  all or a portion  of the
expenses   incurred  by  any   stockholder  in  connection  with  the  appraisal
proceeding,  including,  without limitation,  reasonable attorney's fees and the
fees and  expenses of experts,  to be charged pro rata  against the value of all
the shares entitled to an appraisal.                                            

     (k) From and after the effective  date of the merger or  consolidation,  no
stockholder who has demanded  appraisal  rights as provided in subsection (d) of
this section  shall be entitled to vote such stock for any purpose or to receive
payment of dividends or other  distributions  on the stock (except  dividends or
other  distributions  payable to stockholders of record at a date which is prior
to the effective date of the merger or consolidation);  provided,  however, that
if no  petition  for an  appraisal  shall be filed  within the time  provided in
subsection  (e) of this  section,  or if such  stockholder  shall deliver to the
surviving or resulting  corporation a written  withdrawal of such  stockholder's
demand for an appraisal and an acceptance of the merger or consolidation, either
within 60 days  after the  effective  date of the  merger  or  consolidation  as
provided  in  subsection  (e) of this  section or  thereafter  with the  written
approval of the corporation,  then the right of such stockholder to an appraisal
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court
of Chancery shall be dismissed as to any stockholder without the approval of the
Court,  and such approval may be conditioned  upon such terms as the Court deems
just.                                                                           

     (1) The  shares of the  surviving  or  resulting  corporation  to which the
shares  of such  objecting  stockholders  would  have  been  converted  had they
assented to the merger or consolidation  shall have the status of authorized and
unissued shares of the surviving or resulting corporation.                      

PREM14A
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INTERNATIONAL HOME FOODS, INC.
 1633 Littleton Road
Parsippany, New Jersey 07054

 Proxy for Special Meeting of Stockholders to be held ___________, ____.

     This proxy is solicited by the board of  directors  of  International  Home
Foods, Inc.                                                                     

     The undersigned hereby appoints ____________ and ____________,  and each of
them, proxies or proxy with full power of substitution and revocation as to each
of them, to represent the  undersigned  and to act and vote all of the shares of
common stock of  International  Home Foods,  Inc. the undersigned is entitled to
vote at the Special Meeting of Stockholders of International Home Foods, Inc. to
be held on the ____ day of  __________,  ____, at  __________m.,  local time, at
____________________________,  on the following  matters and in their discretion
on any other  matters which may come before the meeting or any  adjournments  or
postponements thereof.  Receipt of the proxy statement dated  _________________,
2000 is acknowledged.                                                           

 PLEASE MARK, SIGN AND DATE THE REVERSE SIDE OF THIS PROXY
 AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

 (continued on other side)

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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED                Please mark      
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.              your vote as     
IN THE ABSENCE OF SUCH DIRECTION, THIS PROXY WILL BE VOTED     indicated in  [X]
"FOR" ITEM 1.                                                  this example.    

This proxy is solicited by the board of directors of  International  Home Foods,
Inc.                                                                            

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.                            

1.   To approve  and adopt the Agreement and Plan of Merger dated as of June 22,
     2000, among ConAgra, Inc., CAG Acquisition Sub, Inc. and International Home
Foods, Inc.                                                           

[ ]       FOR                   AGAINST                  ABSTAIN        

2.   In their  discretion,  the proxies are  authorized  to vote upon such other
     business as may properly come before the special meeting and at any and all
adjournments or postponements thereof.                                

                                          --------------------------------------
                                       Signature

                                          --------------------------------------
                                             Signature if held jointly

                                          Dated: ________________________, _____

                                          Please  sign  exactly  as name appears
                                          herein, date and return promptly. When
                                          shares are held by joint tenants, both
                                          must  sign.  When signing as attorney,
                                          executor,  administrator,  trustee  or
                                          guardian,  please  give  full title as
                                          such. If a corporation, please sign in
                                          full corporate name by duly authorized
                                          officer  and give title of officer. If
                                          a    partnership,   please   sign   in
                                          partnership  name by authorized person
                                          and  give  title or capacity of person
            signing.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PREM14A’ Filing		Date		First		Last			Other Filings
		7/12/06		31
		12/31/05		21
		12/31/01		21
		12/31/00		21
		11/30/00		6		36
		11/28/00		36
		9/15/00		36
		7/23/00		21
Filed on:		6/30/00		1		21			10-Q
		6/29/00		15
		6/23/00		1		21			425,  8-K,  SC 13D/A
		6/22/00		3		41			8-K
		6/21/00		21
		6/20/00		21
		6/16/00		21
		6/15/00		21
		6/13/00		21
		6/12/00		21
		6/9/00		21		36
		6/8/00		21
		6/5/00		21
		6/1/00		21
		5/31/00		1		36
		5/28/00		13		36
		5/27/00		36
		5/26/00		21
		5/24/00		21
		5/23/00		21
		5/20/00		21
		5/17/00		21
		5/16/00		21
		5/12/00		21					10-Q
		5/9/00		21
		4/29/00		21
		4/19/00		21
		4/14/00		21
		4/11/00		21
		4/10/00		21
		3/31/00		8		32			10-Q
		3/29/00		32					10-K,  DEF 14A
		3/28/00		21
		2/27/00		7		32
		1/11/00		21
		1/3/00		21
		12/31/99		8		36			10-K,  11-K
		11/28/99		13		32
		10/27/99		21
		9/30/99		13		24			10-Q
		8/29/99		13		32
		6/30/99		10		30			10-Q
		5/30/99		7		36
		3/31/99		9		24			10-K,  10-Q,  DEF 14A
		2/28/99		13
		2/22/99		21
		2/17/99		21
		2/3/99		21
		12/31/98		9		36			10-K,  11-K
		12/2/98		21		36
		11/29/98		13
		9/30/98		13		24			10-Q
		9/16/98		8
		8/30/98		13
		6/30/98		13					10-Q
		6/19/98		21
		5/31/98		32
		3/31/98		13					10-K405,  10-Q,  10-Q/A
		11/19/97		36					424B4
		10/1/97		31		32
		5/25/97		36
		11/1/96		8		36
		7/24/96		31
		7/12/96		31
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