CONAGRA FOODS INC /DE/
EXHIBIT 10.10
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<DESCRIPTION>EXHIBIT 10.10
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                                                                   Exhibit 10.10

                           AMENDMENT TO CONAGRA PLANS

     Section 12.5(c) of the ConAgra 2000 Stock Plan, Section 12.5(c) of the 1995
Stock Plan, Section 13.3(c) of the ConAgra 1990 Stock Plan, Section 2.2(iii) of
the ConAgra Incentives and Deferred Compensation Change of Control Plan,
Section 2.3(iii) of the ConAgra Supplemental Pension and CRISP Plan for Change
of Control and Section 2.2(iii) of the ConAgra Employee Equity Fund Trust
Agreement, are each revised to read as follows:

     Consummation of a reorganization, merger or consolidation, in each case, in
     which the Company is not the surviving entity and with respect to which
     persons who were the stockholders of the Company immediately prior to such
     reorganization, merger or consolidation do not, immediately thereafter, own
     more than 50% of the combined voting power entitled to vote generally in
     the election of directors of the reorganized, merged or consolidated
     company's then outstanding voting securities, or a liquidation or
     dissolution of the Company or of the sale of all or substantially all of
     the assets of the Company.

                                       35

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