Exhibit 99.2
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)
<PAGE>
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.